PRINCIPAL GOVERNMENT SECURITIES FUND INC
485BPOS, 1997-12-18
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                                             Registration No. 33-10362

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

                       POST-EFFECTIVE AMENDMENT NO. 14 TO

                                    FORM N-1A

                             REGISTRATION STATEMENT

                                      under

                           THE SECURITIES ACT OF 1933

                                       and

                             REGISTRATION STATEMENT

                                      under

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

                   PRINCIPAL GOVERNMENT SECURITIES 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 December 31, 1997 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>

     The Principal Variable Contracts Fund, Inc. described in this Prospectus is
a diversified,  open-end management investment companyoffering a variety of
Accounts  each of which was  formerly a  separately  incorporated  investment
company.  Together,  the  Accounts provide the following range of investment
 objectives:

                            Growth-Oriented Accounts
Aggressive  Growth Account (formerly known as Principal  Aggressive Growth Fund,
Inc.) seeks to provide long-term capital  appreciation by investing  primarily
in  growth-oriented  common  stocks of medium and large  capitalization  U.S.
corporations  and, to a limited
extent, foreign corporations.

Asset  Allocation  Account  (formerly known as Principal  Asset  Allocation
Fund,  Inc.) seeks to generate a total  investment  return consistent with the
preservation of capital.

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

Capital Value Account  (formerly known as Principal Capital  Accumulation  Fund,
Inc.) seeks to achieve primarily  long-term  capital  appreciation and secondary
growth of investment income through the purchase primarily of common stocks, but
the Account may invest in other securities.

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

International  Account  (formerly known as Principal World Fund, Inc.) seeks
long-term growth of capital by investing in a portfolio of equity securities of
companies domiciled in any of the nations of the world.

MidCap Account (formerly known as Principal Emerging Growth Fund, Inc.) seeks to
achieve capital  appreciation  by investing  primarily in securities of emerging
and other growth-oriented companies.

                            Income-Oriented Accounts
Bond Account (formerly known as  Principal  Bond  Fund,  Inc.) seeks to provide
as high a level of income as is  consistent  with preservation of capital and
prudent investment risk.

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

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

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

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

   
     Additional  information  about the Fund has been filed with the  Securities
and Exchange  Commission,  including a document  called  Statement of Additional
Information, dated December 31, 1997. The Statement of Additional Information is
incorporated  by  reference  into this  Prospectus.  A copy of the  Statement of
Additional Information can be obtained free of charge by writing or telephoning:
    

                     Principal Variable Contracts Fund, Inc.
                          The Principal Financial Group
                              Des Moines, IA 50392
                            Telephone 1-800-247-4123

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

   
                The Date of this Prospectus is December 31, 1997.
    






                                TABLE OF CONTENTS

   
                                                                     Page
     Summary  ......................................................    2
     Financial Highlights...........................................    5
     Investment Objectives, Policies and Restrictions...............   11
     Certain Investment Policies and Restrictions...................   20
     Manager and Sub-Advisors  .....................................   23
     Duties Performed by the Manager and Sub-Advisors...............   24
     Managers' Comments.............................................   25
     Determination of Net Asset Value of Account Shares.............   31
     Performance Calculation........................................   32
     Income Dividends, Distributions and Tax Status.................   33
     Eligible Purchasers and Purchase of Shares.....................   34
     Shareholder Rights ............................................   34
     Redemption of Shares...........................................   35
     Additional Information.........................................   36
    

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

SUMMARY

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

     The Principal Variable Contracts Fund, Inc. is an open-end diversified
management investment company offering multiple accounts.

Who may purchase shares of the Accounts?

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

What does the Fund offer investors?

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

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

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

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

What are the Accounts' investment objectives?

                            Growth-Oriented Accounts

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

     The investment  objective of the Asset Allocation  Account is to generate a
total investment return consistent with the preservation of capital. The Account
intends to pursue a  flexible  investment  policy in  seeking  to  achieve  this
investment objective.

     The investment  objective of the Balanced  Account is to seek to generate a
total  return  consisting  of current  income  and  capital  appreciation  while
assuming reasonable risks in furtherance of this objective.

     The primary investment  objective of the Capital Value Account is long-term
capital  appreciation  and its  secondary  investment  objective  is  growth  of
investment  income.  The  Account  seeks to achieve  its  investment  objectives
through the purchase  primarily of common stocks,  but the Account may invest in
other securities.

     The investment  objective of the Growth  Account is growth of capital.  The
Account seeks to achieve its objective through the purchase  primarily of common
stocks, but the Account may invest in other securities.

     The investment objective of the International  Account is to seek long-term
growth of capital by investing in a portfolio of equity securities  domiciled in
any of the nations of the world.

     The  investment  objective  of the MidCap  Account  is to  achieve  capital
appreciation  by  investing  primarily  in  securities  of  emerging  and  other
growth-oriented companies.

                            Income-Oriented Accounts

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

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

                              Money Market Account

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

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

Who serves as Manager for the Accounts?

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

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

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

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

                                       Management      Other     Total Operating
                 Account                   Fee       Expenses       Expenses

      Aggressive Growth Account           .80%         .05%           .85%
      Asset Allocation Account            .80%         .07%           .87%
      Balanced Account                    .60%         .03%           .63%
      Bond Account                        .50%         .03%           .53%
      Capital Value Account               .48%         .01%           .49%
      Government Securities Account       .50%         .02%           .52%
      Growth Account                      .50%         .02%           .52%
      International Account               .75%         .15%           .90%
      MidCap Account                      .64%         .02%           .66%
      Money Market Account                .50%         .06%           .56%

                                     EXAMPLE

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

                                Period (in years)

                     Account             1         3        5        10

      Aggressive Growth Account         $9        $27      $47       $105
      Asset Allocation Account          $9        $28      $48       $107
      Balanced Account                  $6        $20      $35        $79
      Bond Account                      $5        $17      $30        $66
      Capital Value Account             $5        $16      $27        $62
      Government Securities Account     $5        $17      $29        $65
      Growth Account                    $5        $17      $29        $65
      International Account             $9        $29      $50       $111
      MidCap Account                    $7        $21      $37        $82
      Money Market Account              $6        $18      $31        $70

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

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

FINANCIAL HIGHLIGHTS

   
     The following  financial  highlights are derived from financial  statements
which,  for the five years in the period  ended  December  31,  1996,  have been
audited  by Ernst & Young  LLP,  independent  auditors,  whose  report  has been
incorporated by reference  herein.  The financial  highlights  should be read in
conjunction  with the financial  statements,  related notes, and other financial
information  incorporated by reference herein.  Audited financial statements may
be obtained by shareholders, without charge, by telephoning 1-800-451-5447.
<TABLE>
<CAPTION>
                                                           Income from
                                                       Investment Operations                   Less Distributions                   
    


                                                             Net Realized                                         Excess
                                                                 and                                   Distri-    Distri-           
                                      Net Asset               Unrealized      Total       Dividends    butions    butions           
                                      Value at       Net         Gain          from       from Net      from       from      Total  
                                      Beginning   Investment   (Loss) on    Investment   Investment    Capital    Capital   Distri- 
                                      of Period    Income     Investments   Operations     Income       Gains     Gains(a)  butions 
<S>                                    <C>         <C>          <C>           <C>          <C>         <C>        <C>       <C>     

Aggressive Growth Account(b)
Six Months Ended June 30, 1997(c)      $14.52      $ .02        $1.91         $1.93          --        $ (.45)      --      $  (.45)
Year Ended December 31,
   1996                                 12.94        .11         3.38          3.49        $(.11)       (1.80)      --        (1.91)
   1995                                 10.11        .13         4.31          4.44         (.13)       (1.48)      --        (1.61)
Period Ended December 31, 1994(f)        9.92        .05          .24           .29         (.05)        (.05)      --         (.10)

Asset Allocation Account(b)
Six Months Ended June 30, 1997(c)       11.48        .16         1.14          1.30          --          (.21)      --         (.21)
Year Ended December 31,
   1996                                 11.11        .36         1.06          1.42         (.36)        (.69)      --        (1.05)
   1995                                  9.79        .40         1.62          2.02         (.40)        (.30)      --         (.70)
Period Ended December 31, 1994(f)        9.98        .23         (.18)          .05         (.23)          --     $(.01)       (.24)

Balanced Account(b)(f)
Six Months Ended June 30, 1997(c)       14.44        .22         1.19          1.41          --          (.01)      --         (.01)
Year Ended December 31,
   1996                                 13.97        .40         1.41          1.81         (.40)        (.94)      --        (1.34)
   1995                                 11.95        .45         2.44          2.89         (.45)        (.42)      --         (.87)
   1994                                 12.77        .37         (.64)         (.27)        (.37)        (.18)      --         (.55)
   1993                                 12.58        .42          .95          1.37         (.42)        (.76)      --        (1.18)
Six Months Ended December 31, 1992(h)   12.93        .23          .75           .98         (.47)        (.86)      --        (1.33)
Year Ended June 30,
   1992                                 11.33        .47         1.61          2.08         (.48)          --       --         (.48)
   1991                                 10.79        .54          .59          1.13         (.57)        (.02)      --         (.59)
   1990                                 11.89        .60         (.48)          .12         (.63)        (.59)      --        (1.22)
   1989                                 11.75        .62          .30           .92         (.55)        (.23)      --         (.78)
Period Ended June 30, 1988(i)           10.00        .27         1.51          1.78         (.03)          --       --         (.03)

Bond Account(b)
Six Months Ended June 30, 1997(c)       11.33       .38          (.04)          .34          --            --       --           -- 
Year Ended December 31,
   1996                                 11.73       .68          (.40)          .28         (.68)          --       --         (.68)
   1995                                 10.12       .62          1.62          2.24         (.63)          --       --         (.63)
   1994                                 11.16       .72         (1.04)         (.32)        (.72)          --       --         (.72)
   1993                                 10.77       .88           .38          1.26         (.87)          --       --         (.87)
Six Months Ended December 31, 1992(h)   11.08       .45           .13           .58         (.89)          --       --         (.89)
Year Ended June 30,
   1992                                 10.64       .91          .46           1.37         (.93)          --       --         (.93)
   1991                                 10.72       .94         (.06)           .88         (.96)          --       --         (.96)
   1990                                 10.92       .95         (.21)           .74         (.94)          --       --         (.94)
   1989                                 10.68      1.15          .17           1.32         (.96)        (.12)      --        (1.08)
Period Ended June 30, 1988(i)           10.00       .32          .40            .72         (.04)          --       --         (.04)

Capital Value Account(b)
Six Months Ended June 30, 1997(c)       29.84       .32         3.81           4.13          --         (1.07)      --        (1.07)
Year Ended December 31,
   1996                                 27.80       .57         5.82           6.39         (.58)       (3.77)      --        (4.35)
   1995                                 23.44       .60         6.69           7.29         (.60)       (2.33)      --        (2.93)
   1994                                 24.61       .62         (.49)           .13         (.61)        (.69)      --        (1.30)
   1993                                 25.19       .61         1.32           1.93         (.60)       (1.91)      --        (2.51)
Six Months Ended December 31, 1992(h)   26.03       .31         1.84           2.15         (.64)       (2.35)      --        (2.99)
Year Ended June 30,
   1992                                 23.35       .65         2.70           3.35         (.67)          --       --         (.67)
   1991                                 22.48       .74         1.22           1.96         (.79)        (.30)      --        (1.09)
   1990                                 23.63       .79          .14            .93         (.81)       (1.27)      --        (2.08)
   1989                                 23.23       .77         1.32           2.09         (.68)       (1.01)      --        (1.69)
   1988                                 27.51       .60        (1.50)          (.90)        (.69)       (2.69)      --        (3.38)
   1987                                 25.48       .40         4.46           4.86         (.50)       (2.33)      --        (2.83)
</TABLE>
<TABLE>
<CAPTION>
                                                                            Ratios/Supplemental Data


                                                                                           Ratio of Net
                                        Net Asset                               Ratio of    Investment
                                        Value at               Net Assets at   Expenses to   Income to      Portfolio    Average
                                        End of      Total     End of Period     Average      Average       Turnover   Commission
                                         Period     Return    (in thousands)   Net Assets   Net Assets        Rate        Rate
<S>                                      <C>       <C>          <C>           <C>            <C>            <C>         <C>   

Aggressive Growth Account(b)
Six Months Ended June 30, 1997(c)        $16.00    13.60%(d)    $109,514       .83%(e)        .31%(e)       179.5%(e)   $.0563
Year Ended December 31,
   1996                                   14.52    28.05%         90,106       .85%          1.05%          166.9%       .0541
   1995                                   12.94    44.19%         33,643       .90%          1.34%          172.9%         N/A
Period Ended December 31, 1994(f)         10.11     2.59%(d)      13,770      1.03%(e)       1.06%(e)       105.6%(e)      N/A

Asset Allocation Account(b)
Six Months Ended June 30, 1997(c)         12.57    11.47%(d)      71,892       .88%(e)       2.83%(e)       149.4%(e)    .0559
Year Ended December 31,
   1996                                   11.48    12.92%         61,631       .87%          3.45%          108.2%       .0497
   1995                                   11.11    20.66%         41,074       .89%          4.07%           47.1%         N/A
Period Ended December 31, 1994(f)          9.79      .52%(d)      28,041       .95%(e)       4.27%(e)        60.7%(e)      N/A

Balanced Account(b)(f)
Six Months Ended June 30, 1997(c)         15.84     9.74%(d)     113,288       .62%(e)       3.19%(e)        33.5%(e)    .0374
Year Ended December 31,
   1996                                   14.44    13.13%         93,158       .63%          3.45%           22.6%       .0417
   1995                                   13.97    24.58%         45,403       .66%          4.12%           25.7%         N/A
   1994                                   11.95    (2.09)%        25,043       .69%          3.42%           31.5%         N/A
   1993                                   12.77    11.06%         21,399       .69%          3.30%           15.8%         N/A
Six Months Ended December 31, 1992(h)     12.58     8.00%(d)      18,842       .73%(e)       3.71%(e)        38.4%(e)      N/A
Year Ended June 30,
   1992                                   12.93    18.78%         17,344       .72%          3.80%           26.6%         N/A
   1991                                   11.33    11.36%         14,555       .73%          5.27%           27.1%         N/A
   1990                                   10.79      .87%         13,016       .74%          5.52%           33.1%         N/A
   1989                                   11.89     8.55%         12,751       .74%          5.55%           29.3%         N/A
Period Ended June 30, 1988(i)             11.75    17.70%(d)      11,469       .80%(e)       4.96%(e)        41.7%(e)      N/A

Bond Account(b)
Six Months Ended June 30, 1997(c)         11.67     3.00%(d)      71,812       .52%(e)       7.07%(e)         8.7%(e)      N/A
Year Ended December 31,
   1996                                   11.33     2.36%         63,387       .53%          7.00%            1.7%         N/A
   1995                                   11.73    22.17%         35,878       .56%          7.28%            5.9%         N/A
   1994                                   10.12    (2.90)%        17,108       .58%          7.86%           18.2%         N/A
   1993                                   11.16    11.67%         14,387       .59%          7.57%           14.0%         N/A
Six Months Ended December 31, 1992(h)     10.77     5.33%(d)      12,790       .62%(e)       8.10%(e)         6.7%(e)      N/A
Year Ended June 30,
   1992                                   11.08    13.57%         12,024       .62%          8.47%            6.1%         N/A
   1991                                   10.64     8.94%         10,552       .63%          9.17%            2.7%         N/A
   1990                                   10.72     7.15%          9,658       .64%          9.09%            0.0%         N/A
   1989                                   10.92    13.51%          9,007       .64%          9.18%           12.2%         N/A
Period Ended June 30, 1988(i)             10.68     6.06%(d)      17,598       .58%(e)       8.11%(e)        68.8%(e)      N/A

Capital Value Account(b)
Six Months Ended June 30, 1997(c)         32.90    14.28%(d)     249,077       .48%(e)       2.22%(e)        29.0%(e)    .0427
Year Ended December 31,
   1996                                   29.84    23.50%        205,019       .49%          2.06%           48.5%       .0426
   1995                                   27.80    31.91%        135,640       .51%          2.25%           49.2%         N/A
   1994                                   23.44      .49%        120,572       .51%          2.36%           44.5%         N/A
   1993                                   24.61     7.79%        128,515       .51%          2.49%           25.8%         N/A
Six Months Ended December 31, 1992(h)     25.19     8.81%(d)     105,355       .55%(e)       2.56%(e)        39.7%(e)      N/A
Year Ended June 30,
   1992                                   26.03    14.53%         94,596       .54%          2.65%           34.8%         N/A
   1991                                   23.35     9.46%         76,537       .53%          3.53%           14.0%         N/A
   1990                                   22.48     3.94%         74,008       .56%          3.56%           30.2%         N/A
   1989                                   23.63    10.02%         68,132       .57%          3.53%           23.5%         N/A
   1988                                   23.23    (2.67)%        62,696       .60%          2.76%           26.7%         N/A
   1987                                   27.51    22.17%         57,478       .63%          1.99%           16.1%         N/A

</TABLE>
<TABLE>
<CAPTION>
                                                           Income from                                                              
                                                       Investment Operations                   Less Distributions                   
                                                                                                                                    
                                                             Net Realized                                         Excess            
                                                                 and                                   Distri-    Distri-           
                                      Net Asset               Unrealized      Total       Dividends    butions    butions           
                                      Value at       Net         Gain          from       from Net      from       from      Total  
                                      Beginning   Investment   (Loss) on    Investment   Investment    Capital    Capital   Distri- 
                                      of Period    Income     Investments   Operations     Income       Gains     Gains(a)  butions 
<S>                                    <C>         <C>         <C>           <C>          <C>         <C>        <C>         <C>    
Government Securities Account(b)                                                                                                    
Six Months Ended June 30, 1997(c)      $10.31      $.33        $ .01         $ .34        $(.01)      $  --      $  --       $(.01) 
Year Ended December 31,
   1996                                 10.55       .59         (.24)          .35         (.59)         --         --        (.59) 
   1995                                  9.38       .60         1.18          1.78         (.61)         --         --        (.61) 
   1994                                 10.61       .76        (1.24)         (.48)        (.75)         --         --        (.75) 
   1993                                 10.28       .71          .33          1.04         (.71)         --         --        (.71) 
Six Months Ended December 31, 1992(h)   10.93       .40          .04           .44         (.78)         --       (.31)      (1.09) 
Year Ended June 30,
   1992                                 10.24       .80          .71          1.51         (.81)         --       (.01)       (.82) 
   1991                                 10.05       .80          .24          1.04         (.81)         --       (.04)       (.85) 
   1990                                 10.05       .78           --           .78         (.78)         --         --        (.78) 
   1989                                  9.37       .80          .34          1.14         (.46)         --         --        (.46) 
   1988                                  9.47       .78         (.09)          .69         (.79)         --         --        (.79) 
Period Ended June 30, 1987(j)           10.00       .18         (.59)         (.41)        (.12)         --         --        (.12) 

Growth Account(b)
Six Months Ended June 30, 1997(c)       13.79       .09         2.01          2.10           --          --         --          --  
Year Ended December 31,
   1996                                 12.43       .16         1.39          1.55         (.16)       (.03)        --        (.19) 
   1995                                 10.10       .17         2.42          2.59         (.17)         --       (.09)       (.26) 
Period Ended December 31, 1994(k)        9.60       .07          .51           .58         (.08)         --         --        (.08) 

International Account(b)
Six Months Ended June 30, 1997(c)       13.02       .17         2.03          2.20           --          --       (.04)       (.04) 
Year Ended December 31,
   1996                                 10.72       .22         2.46          2.68         (.22)       (.16)        --        (.38) 
   1995                                  9.56       .19         1.16          1.35         (.18)         --       (.01)       (.19) 
Period Ended December 31, 1994(k)        9.94       .03         (.33)         (.30)        (.05)       (.02)      (.01)       (.08) 

MidCap Account(b)(l)
Six Months Ended June 30, 1997(c)       29.74       .15         3.53          3.68           --        (.10)        --        (.10) 
Year Ended December 31,
   1996                                 25.33       .22         5.07          5.29         (.22)       (.66)        --        (.88) 
   1995                                 19.97       .22         5.57          5.79         (.22)       (.21)        --        (.43) 
   1994                                 20.79       .14          .03           .17         (.14)       (.85)        --        (.99) 
   1993                                 18.91       .17         3.47          3.64         (.17)      (1.59)        --       (1.76) 
Six Months Ended December 31, 1992(h)   15.97       .10         3.09          3.19         (.21)       (.04)        --        (.25) 
Year Ended June 30,
   1992                                 13.93       .21         2.04          2.25         (.21)         --         --        (.21) 
   1991                                 14.25       .20          .50           .70         (.23)       (.79)        --       (1.02) 
   1990                                 13.35       .24          .87          1.11         (.20)       (.01)        --        (.21) 
   1989                                 12.85       .16         1.35          1.51         (.11)       (.90)        --       (1.01) 
Period Ended June 30, 1988(i)           10.00       .05         2.83          2.88         (.03)         --         --        (.03) 

Money Market Account(b)
Six Months Ended June 30, 1997(c)        1.000      .025          --           .025        (.025)        --         --        (.025)
Year Ended December 31,
   1996                                  1.000      .049          --           .049        (.049)        --         --        (.049)
   1995                                  1.000      .054          --           .054        (.054)        --         --        (.054)
   1994                                  1.000      .037          --           .037        (.037)        --         --        (.037)
   1993                                  1.000      .027          --           .027        (.027)        --         --        (.027)
Six Months Ended December 31, 1992(h)    1.000      .016          --           .016        (.016)        --         --        (.016)
Year Ended June 30,
   1992                                  1.000      .046          --           .046        (.046)        --         --        (.046)
   1991                                  1.000      .070          --           .070        (.070)        --         --        (.070)
   1990                                  1.000      .077          --           .077        (.077)        --         --        (.077)
   1989                                  1.000      .083          --           .083        (.083)        --         --        (.083)
   1988                                  1.000      .064          --           .064        (.064)        --         --        (.064)
   1987                                  1.000      .057          --           .057        (.057)        --         --        (.057)

</TABLE>
<TABLE>
                                                                           Ratios/Supplemental Data                                
                                                                                                                                   
                                                                                                                                   
                                                                                            Ratio of Net                           
                                         Net Asset                               Ratio of    Investment                            
                                         Value at               Net Assets at   Expenses to   Income to   Portfolio    Average     
                                         End of      Total     End of Period     Average      Average     Turnover   Commission    
                                          Period     Return    (in thousands)   Net Assets   Net Assets     Rate        Rate      
<S>                                         <C>      <C>         <C>          <C>           <C>          <C>         <C>         
Government Securities Account(b)      
Six Months Ended June 30, 1997(c)           $10.64    3.26%(d)   $84,656       .53%(e)      6.48%(e)     11.0%(e)      N/A
Year Ended December 31,
   1996                                     10.31     3.35%       85,100       .52%         6.46%         8.4%         N/A
   1995                                     10.55    19.07%       50,079       .55%         6.73%         9.8%         N/A
   1994                                      9.38    (4.53)%      36,121       .56%         7.05%        23.2%         N/A
   1993                                     10.61    10.07%       36,659       .55%         7.07%        20.4%         N/A
Six Months Ended December 31, 1992(h)       10.28     4.10%(d)    31,760       .59%(e)      7.35%(e)     34.5%(e)      N/A
Year Ended June 30,
   1992                                     10.93    15.34%       33,022       .58%         7.84%        38.9%         N/A
   1991                                     10.24    10.94%       26,021       .59%         8.31%         4.2%         N/A
   1990                                     10.05     8.16%       21,488       .61%         8.48%        18.7%         N/A
   1989                                     10.05    12.61%       15,890       .63%         8.68%         3.7%         N/A
   1988                                      9.37     7.69%       12,902       .66%         8.47%         2.7%         N/A
Period Ended June 30, 1987(j)                9.47     (.94)%(d)   10,778       .64%(e)      8.50%(e)      0.2%(e)      N/A

Growth Account(b)
Six Months Ended June 30, 1997(c)           15.89    15.23%(d)   132,259       .51%(e)      1.36%(e)      7.5%(e)    $.0452
Year Ended December 31,
   1996                                     13.79    12.51%       99,612       .52%         1.61%         2.0%        .0401
   1995                                     12.43    25.62%       42,708       .58%         2.08%         6.9%         N/A
Period Ended December 31, 1994(k)           10.10     5.42%(d)    13,086       .75%(e)      2.39%(e)      0.9%(e)      N/A

International Account(b)
Six Months Ended June 30, 1997(c)           15.18    16.98%(d)   107,095       .84%(e)      2.92%(e)     25.4%(e)     .0186
Year Ended December 31,
   1996                                     13.02    25.09%       71,682       .90%         2.28%        12.5%        .0120
   1995                                     10.72    14.17%       30,566       .95%         2.26%        15.6%         N/A
Period Ended December 31, 1994(k)            9.56    (3.37)%(d)   13,746      1.24%(e)      1.31%(e)     14.4%(e)      N/A

MidCap Account(b)(l)
Six Months Ended June 30, 1997(c)           33.32    12.39%(d)   180,072       .65%(e)      1.05%(e)     10.9%(e)     .0390
Year Ended December 31,
   1996                                     29.74    21.11%      137,161       .66%         1.07%         8.8%        .0379
   1995                                     25.33    29.01%       58,520       .70%         1.23%        13.1%         N/A
   1994                                     19.97      .78%       23,912       .74%         1.15%        12.0%         N/A
   1993                                     20.79    19.28%       12,188       .78%          .89%        22.4%         N/A
Six Months Ended December 31, 1992(h)       18.91    20.12%(d)     9,693       .81%(e)      1.24%(e)      8.6%(e)      N/A
Year Ended June 30,
   1992                                     15.97    16.19%        7,829       .82%         1.33%        10.1%         N/A
   1991                                     13.93     5.72%        6,579       .89%         1.70%        11.1%         N/A
   1990                                     14.25     8.32%        6,067       .88%         1.74%        17.9%         N/A
   1989                                     13.35    13.08%        5,509       .90%         1.31%        21.4%         N/A
Period Ended June 30, 1988(i)               12.85    28.72%(d)     4,857       .94%(e)       .64%(e)      4.6%(e)      N/A

Money Market Account(b)
Six Months Ended June 30, 1997(c)            1.000    2.50%(d)    43,688       .55%(e)      5.06%(e)        N/A        N/A
Year Ended December 31,
   1996                                      1.000    5.07%       46,244       .56%         5.00%           N/A        N/A
   1995                                      1.000    5.59%       32,670       .58%         5.32%           N/A        N/A
   1994                                      1.000    3.76%       29,372       .60%         3.81%           N/A        N/A
   1993                                      1.000    2.69%       22,753       .60%         2.64%           N/A        N/A
Six Months Ended December 31, 1992(h)        1.000    1.54%(d)    27,680       .59%(e)      3.10%(e)        N/A        N/A
Year Ended June 30,
   1992                                      1.000    4.64%       25,194       .57%         4.54%           N/A        N/A
   1991                                      1.000    7.20%       26,509       .56%         6.94%           N/A        N/A
   1990                                      1.000    8.37%       26,588       .57%         8.05%           N/A        N/A
   1989                                      1.000    8.59%       20,707       .61%         8.40%           N/A        N/A
   1988                                      1.000    6.61%       14,571       .64%         6.39%           N/A        N/A
   1987                                      1.000    5.78%       11,902       .65%         5.68%           N/A        N/A
</TABLE>

Notes to Financial Highlights

   
(a)  Due  to the  timing  of  dividend  distributions  and  the  differences  in
     accounting for income and realized  gains (losses) for financial  statement
     and  federal  income tax  purposes,  the fiscal  year in which  amounts are
     distributed may differ from the year in which the income and realized gains
     (losses) are recorded for  financial  statement  purposes by the fund.  The
     differences  between the income and gains  distributed on a book versus tax
     basis are shown in the Financial  Highlights as excess  distributions  from
     net investment income and from capital gains.

(b) Effective January 1, 1998, the following Fund names were changed:
         Principal Aggressive Growth Fund, Inc. became Aggressive Growth Account
         Principal Asset Allocation Fund became Asset Allocation Account
         Principal Balanced Fund, Inc. became Balanced Account
         Principal Bond Fund, Inc. became Bond Account
         Principal Capital Accumulation Fund, Inc. became Capital Value Account
         Principal Emerging Growth Fund, Inc. became MidCap Account
         Principal Government Securities Fund, Inc. became Government Securities
           Account
         Principal Growth Fund, Inc. became Growth Account
         Principal Money Market Fund, Inc. became Money Market Account
         Principal World Fund, Inc. became International Account

(c)   Unaudited.

(d) Total return amounts have not been annualized.

(e) Computed on an annualized basis.

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

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

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

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

(j)  Period from April 9, 1987, date shares first offered to the public, through
     June 30, 1987. Net investment  income,  aggregating  $.01 per share for the
     period  from the initial  purchase  of shares on October  31, 1987  through
     December  17,  1987 was  recognized,  all of which was  distributed  to the
     Account's sole stockholder,  Principal Mutual Life Insurance Company.  This
     represented activity of the Account prior to the initial offering of shares
     to eligible purchasers.

(k)  Period from May 1, 1994,  date shares first offered to the public,  through
     December 31, 1994. Net investment  income,  aggregating  $.01 per share for
     the Growth Account and $.04 per share for the International Account for the
     period from the initial  purchase of shares on March 23, 1994 through April
     30,  1994,  was  recognized,  none of  which  was  distributed  to the sole
     stockholder,  Principal Mutual Life Insurance  Company,  during the period.
     Additionally,  the Growth Account and the  International  Account  incurred
     unrealized losses on investments of $.41 and $.10 per share,  respectively,
     during the initial  interim  period.  This  represented  activities of each
     Account prior to the initial public offering of Account shares.

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


INVESTMENT OBJECTIVES, POLICIES AND RESTRICTIONS

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

GROWTH-ORIENTED ACCOUNTS

     The Fund currently  includes five Accounts which seek capital  appreciation
through  investments in equity securities  (Aggressive  Growth Account,  Capital
Value Account, Growth Account, International Account and MidCap Account) and two
Accounts  which  seek  a  total   investment   return   including  both  capital
appreciation and income through investments in equity and debt securities (Asset
Allocation Account and Balanced Account).  These seven Accounts are collectively
referred to as the Growth-Oriented Accounts.

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

Aggressive Growth Account

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

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

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

     The  Account  may  invest in common  stock and  convertible  securities  of
domestic  and foreign  corporations.  However,  the  Account  does not expect to
invest more than 25% of its total  assets at the time of purchase in  securities
of foreign  companies.  The Account may invest in securities of foreign  issuers
directly  or in the form of  Depository  Receipts.  The  Account  may enter into
forward foreign  currency  exchange  contracts which provide for the purchase or
sale of  foreign  currencies  in  connection  with  the  settlement  of  foreign
securities  transactions or to hedge the underlying currency exposure related to
foreign  investments.  The  Account  will not enter into these  commitments  for
speculative  purposes.  Investors  should  recognize  that  investing in foreign
companies  involves  certain  special  considerations  which  are not  typically
associated  with  investing  in U.S.  companies.  See "Foreign  Securities"  and
"Currency Contracts."

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

Asset Allocation Account

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

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

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

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

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

     Money market  instruments  in which the Account may invest may include U.S.
Treasury bills, bank certificates of deposit,  bankers  acceptances,  repurchase
agreements,  commercial  paper  and  commercial  paper  master  notes  which are
floating rate debt  instruments  without a fixed maturity,  and non-U.S.  dollar
denominated money market  instruments.  The Account will only invest in domestic
bank  certificates  of deposit  issued by banks which are members of the Federal
Reserve System that have total deposits in excess of $1 billion.

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

Balanced Account

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

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

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

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

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

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

     The  short-term  money market  investments  in which the Account may invest
include the  following:  U.S.  Treasury  bills,  bank  certificates  of deposit,
bankers'  acceptances,  repurchase  agreements,  commercial paper and commercial
paper  master  notes which are floating  rate debt  instruments  without a fixed
maturity.  The Account will only invest in domestic bank certificates of deposit
issued by banks which are members of the Federal  Reserve System that have total
deposits in excess of $1 billion.

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

Capital Value Account

     The  primary  objective  of  Capital  Value  Account is  long-term  capital
appreciation. A secondary objective is growth of investment income.

     The Account will invest  primarily in common  stocks,  but it may invest in
other securities.  In making selections for the Account's investment  portfolio,
the  Manager  will use an  approach  described  broadly  as that of  fundamental
analysis,  which is discussed in the  Statement of  Additional  Information.  To
achieve the investment  objective,  Invista will invest in securities  that have
"value"  characteristics.  This  process  is known as "value  investing."  Value
investing is  purchasing  securities of companies  with above  average  dividend
yields and below average price to earnings (P/E) ratios.  Securities  chosen for
investment  may  include  those of  companies  which the  Manager  believes  can
reasonably  be expected to share in the growth of the nation's  economy over the
long term.

Growth Account

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

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

International Account

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

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

   
     The Account intends that its  investments  normally will be allocated among
various  countries.  Although there is no limitation on the percentage of assets
that may be invested in any one country or denominated in any one currency,  the
Account  intends  under  normal  market  conditions  to have at least 65% of its
assets invested in securities issued by corporations of at least five countries,
one of which may be the United States  (although the Account  currently  intends
not to invest in equity securities of United States companies).  Investments may
be made  anywhere in the world,  but it is expected  that primary  consideration
will be given to investing in the securities  issued by  corporations of Western
Europe, North America and Australasia (Australia,  Japan and Far East Asia) that
have developed economies. Changes in investments may be made as prospects change
for particular countries, industries or companies. 
    

MidCap Account

   
     The objective of MidCap  Account is to achieve  capital  appreciation.  The
strategy  of this  Account  is to invest  primarily  in the  common  stocks  and
securities  (both debt and preferred  stock)  convertible  into common stocks of
emerging and other  growth-oriented  companies that, in the judgment of Invista,
are  responsive  to changes  within  the  marketplace  and have the  fundamental
characteristics  to  support  growth.  In  pursuing  its  objective  of  capital
appreciation,  the MidCap  Account  may invest,  for any period of time,  in any
industry, in any kind of growth-oriented  company, whether new and unseasoned or
well known and  established.  Under normal market  conditions,  the Account will
invest at least  65% of its  assets  in  securities  of  companies  with  market
capitalizations  in the $1 billion to $10 billion range.  The Account may invest
up to 10% of its assets in securities of foreign  issuers.  For a description of
certain investment risks associated with foreign securities, see "Risk Factors."
    

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

INCOME-ORIENTED ACCOUNTS

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

Bond Account

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

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

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

     During the year ended  December 31, 1996,  the  percentage of the Account's
portfolio  securities  invested in the various  ratings  established  by Moody's
based upon the weighted average ratings of the portfolio, was as follows:

             Moody's Rating                    Portfolio Percentage
                  Aaa                                   .18%
                  Aa                                    .81%
                  A                                   24.05%
                  Baa                                 68.04%
                  Ba                                   6.92%

     * The above percentages for A rated securities  include .57%  respectively,
unrated securities which have been determined by the Manager to be of comparable
quality.

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

Government Securities Account

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

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

     Cash equivalents in which the Account invests include corporate  commercial
paper rated A-1+, A-1 or A-2 by S&P or P-1 or P-2 by Moody's, unrated commercial
paper issued by corporations  with outstanding debt securities rated in the four
highest grades by S&P and Moody's and bank  certificates of deposit and bankers'
acceptances  issued or  guaranteed  by national  or state  banks and  repurchase
agreements considered by the Account to have investment quality.

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

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

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

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

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

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

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

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

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

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

MONEY MARKET ACCOUNT

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

CERTAIN INVESTMENT POLICIES AND RESTRICTIONS

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

Diversification

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

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

Foreign Securities

     Each of the following  Accounts has adopted  investment  restrictions  that
limit its investments in foreign  securities to the indicated  percentage of its
assets:  Asset Allocation and International  Accounts - 100%;  Aggressive Growth
Account - 25%;  Bond and  Capital  Value  Accounts - 20%;  Balanced,  Growth and
MidCap Accounts - 10%. Debt securities issued in the United States pursuant to a
registration statement filed with the Securities and Exchange Commission are not
considered  "foreign  securities"  for purposes of this  investment  limitation.
Investment  in  foreign  securities   presents  certain  risks  including  those
resulting  from  fluctuations  in  currency   exchange  rates,   revaluation  of
currencies,  the  imposition  of foreign  taxes,  future  political and economic
developments  including  war,  expropriations,   nationalization,  the  possible
imposition of currency exchange controls and other foreign  governmental laws or
restrictions, reduced availability of public information concerning issuers, and
the fact that foreign issuers are not generally  subject to uniform  accounting,
auditing and financial reporting standards or to other regulatory  practices and
requirements  comparable  to those  applicable  to domestic  issuers.  Moreover,
securities  of many  foreign  issuers may be less  liquid and their  prices more
volatile than those of comparable domestic issuers. In addition, transactions in
foreign  securities may be subject to higher costs,  and the time for settlement
of transactions in foreign  securities may be longer than the settlement  period
for domestic  issuers.  An Account's  investment in foreign  securities may also
result  in  higher  custodial  costs  and the  costs  associated  with  currency
conversions.

Currency Contracts

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

Repurchase Agreements and Securities Loans

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

Forward Commitments

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

Warrants

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

Borrowing

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

Options

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

Below Investment Grade Bonds

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

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

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

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

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

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

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

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

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

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

MANAGER AND SUB-ADVISORS

     The  Manager for the Fund is  Principal  Management  Corporation  (formerly
known  as  Princor  Management  Corporation)  (the  "Manager"),   an  indirectly
wholly-owned  subsidiary of Principal  Mutual Life Insurance  Company,  a mutual
life  insurance  company  organized in 1879 under the laws of the State of Iowa.
The address of the Manager is The Principal  Financial Group,  Des Moines,  Iowa
50392.  The Manager was  organized on January 10, 1969,  and since that time has
managed  various  mutual  funds  sponsored by  Principal  Mutual Life  Insurance
Company.  As of December 31, 1996, the Manager served as investment  advisor for
26 such funds with assets totaling approximately $4.0 billion.

     The Manager has executed an agreement with Invista Capital Management, Inc.
("Invista")  under  which  Invista has agreed to assume the  obligations  of the
Manager to provide investment advisory services for the Balanced, Capital Value,
Government  Securities,  Growth,  International and MidCap Accounts. The Manager
will reimburse  Invista for the cost of providing  these services.  Invista,  an
indirectly  wholly-owned  subsidiary of Principal Mutual Life Insurance  Company
and an affiliate of the Manager, was founded in 1985 and manages investments for
institutional   investors,   including   Principal  Mutual  Life.  Assets  under
management  at December 31, 1996 were  approximately  $19.6  billion.  Invista's
address is 1800 Hub Tower, 699 Walnut, Des Moines, Iowa 50309.

     The  Manager has also  executed an  agreement  with  Morgan  Stanley  Asset
Management  Inc.  ("MSAM") under which MSAM has agreed to assume the obligations
of the Manager to provide investment advisory services for the Aggressive Growth
Account  and Asset  Allocation  Account.  The  Manager  pays MSAM a fee for such
investment advisory services. MSAM, with principal offices at 1221 Avenue of the
Americas,  New York,  NY 10020,  provides a broad range of portfolio  management
services to  customers  in the United  States and abroad.  At December 31, 1996,
MSAM  managed  investments  totaling  approximately  $72.6  billion,   including
approximately  $54.9 billion under active  management and $17.7 billion as Named
Fiduciary or Fiduciary Adviser.

     The Manager,  Invista, or MSAM has assigned certain individuals the primary
responsibility for the day-to-day  management of each Account's  portfolio.  The
persons primarily  responsible for the day-to-day management of each Account are
identified in the table below: 
<TABLE>
<CAPTION>
                                 Primarily
        Account              Responsible Since                       Person Primarily Responsible
<S>                        <C>                         <C>
Aggressive Growth          May, 1994                   Kurt Feuerman (MBA degree, Columbia University; M.A. degree, Syracuse
                            (Account's inception)      University).  Managing  Director,  Morgan Stanley Asset Management Inc.
                                                       and Morgan Stanley & Co. Incorporated.

Asset Allocation           May, 1994                   Francine J. Bovich (MBA degree, New York University). Principal, Morgan
                            (Account's inception)      Stanley Asset Management Inc. and Morgan Stanley & Co. Incorporated.

                           May, 1994                   Kurt Feuerman (MBA degree, Columbia University; M.A. degree, Syracuse
                            (Account's inception)      University).  Managing  Director,  Morgan Stanley Asset Management Inc.
                                                       and Morgan Stanley & Co. Incorporated.

                           April, 1996                 Stephen  C.  Sexauer  (MBA  degree,  University  of  Chicago).  Principal,
                                                       Morgan Stanley Asset Management Inc. and Morgan Stanley & Co. Incorporated.

   
Balanced                   April, 1993                 Judith A. Vogel, CFA (BA degree, Central College). Vice President, Invista
                                                       Capital Management,  Inc. Co-Manager since December, 1997: Martin J. Schafer
                                                       (BBA degree, University of Iowa). Vice President, Invista Capital
                                                       Management, Inc.
    

Bond                       November, 1996              Scott A. Bennett, CFA (MBA degree, University of Iowa) Assistant Director
                                                       Investment Securities, Principal Mutual Life Insurance Company.

Capital Value              November, 1969              David L. White,  CFA (BBA  degree, University of Iowa).  Executive Vice
                            (Account's inception)      President, Invista Capital Management, Inc.; Co-Manager since November,1996:
                                                       Catherine A. Green, CFA, (MBA degree, Drake University). Vice President,
                                                       Invista Capital Management, Inc.

Government Securities      April, 1987                 Martin J. Schafer (BBA degree, University of Iowa). Vice President, Invista
                            (Account's inception)      Capital Management, Inc.

Growth and MidCap          May, 1994                   Michael R. Hamilton, (BMBA degree, Bellarmine College). Vice President,
                            (Account's inception)      Invista Capital Management, Inc.
                            and December, 1987
                            (Account's inception),
                            respectively

International              April, 1994                 Scott D. Opsal, CFA (MBA  degree, University of Minnesota). Executive Vice
                                                       President, Invista Capital Management, Inc.
</TABLE>

DUTIES PERFORMED BY THE MANAGER AND SUB-ADVISORS

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

     The  compensation  paid by each  Account to the Manager for the fiscal year
ended  December  31,  1996  was,  on an  annual  basis,  equal to the  following
percentage of average net assets:
                                                                       Total
                                                   Manager's        Annualized
                     Account                          Fee            Expenses
- ------------------------------------------------------------------------------
         Aggressive Growth Account                  .80%               .85%
         Asset Allocation Account                   .80%               .87%
         Balanced Account                           .60%               .63%
         Bond Account                               .50%               .53%
         Capital Value Account                      .48%               .49%
         Government Securities Account              .50%               .52%
         Growth Account                             .50%               .52%
         International Account                      .75%               .90%
         MidCap Account                             .64%               .66%
         Money Market Account                       .50%               .56%

     The  compensation  being  paid  by the  Aggressive  Growth  Account,  Asset
Allocation Account and International  Account for investment management services
is higher  than that paid by most funds to their  advisor,  but it is not higher
than  the  fees  paid by many  funds  with  similar  investment  objectives  and
policies.

     The Manager and Sub-Advisors may purchase at their own expense  statistical
and other  information  or services from outside  sources,  including  Principal
Mutual Life  Insurance  Company.  An Investment  Service  Agreement  between the
Manager,  Principal  Mutual Life  Insurance  Company and the Fund  provides that
Principal Mutual Life Insurance Company will furnish certain personnel, services
and facilities required by the Manager in connection with its performance of the
Management  Agreement for each Account  except the  Aggressive  Growth and Asset
Allocation  Accounts,  and that the Manager will reimburse Principal Mutual Life
Insurance Company for its costs incurred in this regard.

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

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

MANAGERS' COMMENTS

     Principal  Management  Corporation,  Invista  and  MSAM  are  staffed  with
investment  professionals who manage each individual Account.  Comments by these
individuals  in the following  paragraphs  summarize in capsule form the general
strategy and results of each  Account  through  1996.  The  accompanying  charts
display  results for the past 10 years or the life of the Account,  whichever is
shorter.  Average Annual Total Return  figures  provided for each Account in the
graphs below  reflect all  expenses of the Account and assume all  distributions
are  reinvested at net asset value.  The figures do not reflect  expenses of the
variable life insurance  contracts or variable  annuity  contracts that purchase
Account shares;  performance figures for the divisions of the contracts would be
lower than performance  figures for the Accounts due to the additional  contract
expenses. Past performance is not predictive of future performance.  Returns and
net asset values  fluctuate.  Shares are  redeemable at current net asset value,
which may be more or less than original cost.

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

Growth-Oriented Accounts

Aggressive Growth Account
  (Kurt Feuerman)

     Since it first became  available  on June 1, 1994,  the  Aggressive  Growth
Account has generated an  annualized  return of 28.05% versus 23.63% for the S&P
500 and 19.18% for the Lipper  Growth Fund  Average.  In 1996 the Fund  returned
28.05%  versus  22.96% for the S&P 500 and 19.24%  for the  Lipper  Growth  Fund
Average.

     For the third consecutive year, substantial  overweighting of the portfolio
in the tobacco sector contributed  positively to relative  performance.  After a
market-smashing total return of 62% in 1995 (including dividends), Philip Morris
stock surged late in 1996 for a full-year total return of 25%. Philip Morris was
the largest single holding in the portfolio throughout most of 1995 and 1996.

     At year-end 1996,  Philip Morris stock at $113 represented  about 5% of the
Account's  portfolio.  Philip Morris as well as other  positions in RJR Nabisco,
Loews and  Consolidated  Cigar as a group  will  clearly  be subject to bouts of
selling pressure since the industry is under attack from a number of directions.
However,  tobacco  stocks  are in the  midst of a  multi-year  trend  of  upward
revaluation. Combined with strong underlying growth fundamentals, this creates a
powerful investment opportunity which many investors are missing.

     Entering into 1997, the S&P 500 Index has outperformed the vast majority of
active managers for three  consecutive  years.  Also, the Index has outpaced the
earnings growth of the underlying companies. One could argue that there are many
positive  factors  driving the U.S.  markets higher and that these factors could
persist;  stable  interest  rates,  solid economic  growth without  inflationary
pressures,  the opening up of emerging  markets,  the  acceptance of shareholder
value as the key  motivator  of  corporate  managements,  and the huge cash flow
coming into stocks supported by powerful demographic trends.

     Still,  there is no doubt that many large cap,  "blue  chip,"  stocks  have
outperformed their own businesses.  General Electric,  for example,  rose 40% in
1996 while earnings per share grew about 15%.  Another example would be Merck, a
stock up 77% in 1995 and 24% in 1996,  with  earnings in those two years up only
12% and 20%, respectively.

     Morgan Stanley's  estimate is that active managers will have an easier time
beating  the  Index  this  year.  This will be more  likely to occur if  smaller
company stocks do well.  While large cap managers  continue to feel  comfortable
with many large cap names,  at the margin there are  opportunities  in secondary
stocks,  especially  high beta growth  issues that have missed the recent market
move, but where company fundamentals are intact.


              Total Returns *
          As of December 31, 1996
- ---------------------------------------------------
1 Year    Since Inception Date 6/1/94       10 Year
 28.05%             28.05%                    --


           Comparison of Change in Value of $10,000 Investment in the
        Aggressive Growth Account, S&P 500 and Lipper Growth Fund Average
         --------------------------------------------------------------

                             Fund                             Lipper
           Year Ended       Total             S&P 500         Growth
          December 31,      Return             Index         Average
                            10,000             10,000         10,000
            1994            10,259             10,230         10,055
            1995            14,793             14,069         13,151
            1996            18,942             17,297         15,681
                                                                 
Note: Past performance is not predictive of future performance.

Asset Allocation Account
  (Francine J. Bovich)

     In a volatile year for financial  assets,  the U.S. stock market  continued
its strong  performance  (+23.2%)  but ranked 11th in global  markets  beaten by
fully  half of the  international  markets  (in  U.S.  dollars),  notably  Spain
(+40.1%),  Sweden  (+37.2%)  and Hong Kong  (+33.1%).  Markets  were  boosted by
abundant  liquidity  provided through loose monetary policy,  moderate  economic
growth and a benign inflation environment.

     Bond markets in local  currency  also had a good year with returns  ranging
from  5.9% in Japan to 24.2% in  Italy.  In the U.S.,  mixed  economic  data and
expectations of monetary  tightening  drove bond prices down well into the third
quarter until the Federal  reserve  announced  that interest  rates would remain
unchanged.  In contrast,  the European bond markets rallied  throughout the year
driven by  monetary  easing  from the core  European  central  banks,  weakening
currencies,  optimism  surrounding the prospects of the European Monetary Union,
and improving  inflation data. Japanese bond yields fell to all-time lows on the
prospect  of  substantial  fiscal  tightening  in 1997,  the  fragility  of some
financial institutions,  and doubts about the strength of the economic recovery.
Against a declining  interest  rate  backdrop,  high  yielding  debt  rallied as
investors clamored for yield.

     Throughout the year, we maintained our diversified  investment  policy.  At
year-end 1996, the Account was invested:  32% domestic stocks, 26% international
stocks,  20% U.S.  domestic bonds, 9% domestic high yield bonds, 11% real estate
investment  trusts  ("REITs"),  and 2%  short-term  investments.  For 1996,  the
Account continued its positive  performance gaining 12.9% relative to the Lipper
Flexible Portfolio Fund average gain of 13.6%.

     Within domestic stocks, commitments to large cap growth companies and REITs
significantly enhanced returns. In the growth segment, overweight commitments to
consumer  cyclicals,  consumer  staples and  financial  sectors were the primary
contributors to positive results.  Our REIT portfolio  benefited from an overall
positive backdrop and selected commitments to the office,  industrial, and hotel
sectors.  In addition,  we allocated a portion of the  portfolio to  "California
Recovery" companies which performed well.

     In aggregate,  the international stock results lagged the S&P 500 primarily
due to the  performance of Japan.  Japanese  stocks declined -15.5% based on the
same  concerns that drove bond yields to historic  lows.  In contrast,  European
stocks were a brighter spot thanks to the continuing efforts of most continental
governments to achieve the Maastricht criteria. Asian market returns were led by
Hong  Kong,  which  benefited  from  lessened  political  fears and an  improved
economic outlook.  Latin America enjoyed stellar performance throughout the year
and was a primary contributor to the international ADR's outperformance (+11.3%)
relative to the EAFE benchmark gain of 6.1%. The economic recovery that began in
1995 and continued throughout 1996 attracted renewed capital flows to the region
and the Fund benefited from overweight positions in Brazil and Mexico.

     Over the near term,  we expect the U.S.  market to be driven  higher by the
continuation of the positive capital market trends experienced in 1996. However,
U.S.  stocks are not cheap,  the market cycle is very long in the tooth,  and is
vulnerable  to strong  economic  data  and/or an untoward  event.  International
stocks have  benefited  from many of the same factors  which  propelled the U.S.
markets,  but on a relative  basis to the U.S.,  valuations  are not as high. In
addition, prospects for further declines in interest rates and improved economic
and earnings growth in Asia, Latin America and Europe remain probable, albeit on
a lagged basis.

     After a year of  declining  global  interest  rates,  we  expect  increased
volatility as investors analyze every data point to detect a policy change.  Fed
watchers  will be  particularly  active  given  Mr.  Greenspan's  concern  about
"irrational  exuberance."  We begin the year  overweighted  to yield sectors and
believe that a higher income strategy will serve to moderate price volatility.


                        Total Returns *
                    As of December 31, 1996
  ---------------------------------------------------------
  1 Year         Since Inception Date 6/1/94        10 Year  
  12.92%                  12.95%                      --



        Comparison of Change in Value of $10,000 Investment in the Asset
     Allocation Account, S&P 500 and Lipper Flexible Portfolio Fund Average
      ------------------------------------------------------------------------


                           Fund                                Lipper
      Year Ended           Total           S&P 500         Flexible Portfolio
      December 31,        Return            Index               Index
                          10,000           10,000               10,000
       1994               10,052           10,230               10,008
       1995               12,128           14,069               12,518
       1996               13,696           17,297               14,220
                                                                  
Note:  Past performance is not predictive of future performance.

Balanced Account
  (Judith A. Vogel)

     This balanced  portfolio  combines  stocks,  bonds and cash in a relatively
conservative mix which seeks to provide both capital  appreciation and income to
the  shareholder  without  taking on undue  risk.  The asset  allocation  of the
Account  generally  approximates  60% stocks  and 40%  bonds.  In the year ended
December  31, 1996 the stock market  produced  exceptional  results.  Aided by a
healthy economy,  continued corporate profit growth, and a good dose of investor
enthusiasm,  the S&P 500 Stock Index advanced nearly 23%. Conditions in the bond
market were less supportive over the year.  Long-term  interest rates rose 0.70%
in 1996,  with a lot of  volatility  along the way,  causing the bond returns to
hover between zero and 3% for the year.  Demonstrating its balanced nature,  the
Account produced a 13% annual return, about midway between stock and bond market
results and very near the Lipper Balanced Fund Average.  The bond portion of the
Account's  portfolio  is comprised  of U.S.  Government  notes and bonds with an
emphasis  on  safety  of  principal.  The  stock  portion  of the  portfolio  is
concentrated in companies with stable or growing  earnings that are not terribly
sensitive to economic activity.  After six years of economic expansion resulting
in high rates of resource utilization, corporate profit growth is likely to come
down, causing a scarcity of earnings growth. Companies that can continue to grow
earnings will be afforded  premium  valuations.  There is no independent  market
index against which to measure returns of balanced portfolios,  however, we show
the S&P 500 Stock Index for your information.


                         Total Returns *
                    As of December 31, 1996
         ---------------------------------------------------
                                             Since Inception
         1 Year           5 Year              Date 12/18/87                     
         13.13%           11.57%                12.16%                 
                        
                        

           Comparison of Change in Value of $10,000 Investment in the
           Balanced Account, S&P 500 and Lipper Balanced Fund Average
           ----------------------------------------------------------     


                            Fund                             Lipper
            Year Ended      Total          S&P 500          Mid Cap
           December 31,    Return           Index            Index
                           10,000           10,000          10,000
              1988         11,637           11,661          11,229
              1989         12,982           15,356          13,429
              1990         12,147           14,877          13,355
              1991         16,321           19,412          16,930
              1992         18,410           20,891          18,122
              1993         20,447           22,992          20,066
              1994         20,019           23,294          19,561
              1995         24,941           32,037          24,482
              1996         28,215           39,388          27,851
                                    
Note: Past performance is not predictive of future performance.

Capital Value Account
  (David L. White and Catherine A. Green)

     The  strategy  with this  portfolio  is to hold common  stocks of companies
based on a  valuation  that is  attractive  when  compared  to the  market.  The
analytical staff looks at companies' current valuations  compared to the market,
then at historical information to compare valuations to historical averages. The
focus is on the  fundamentals  of an industry and the company to  determine  the
current  and  future  outlook  as these  potential  investments.  From there the
portfolio is constructed to provide a diversified set of investments.

     The  Account  outperformed  the S&P 500 Index and Lipper  Growth and Income
Fund Average for 1996.  The strength of the market was in much fewer stocks than
in the past. The volatility between industries was much greater than the overall
results. The Account benefited from several areas of exposure.  Banks and health
care were the  strongest  areas for the Account  during the year.  The focus has
been away from the more  cyclical  areas of the economy which also helped during
the year. As the economic cycle  progresses,  the market places more emphasis on
companies  with  consistent  earnings  growth,  and we have tended to overweight
these  areas of the  market.  As the  market  performance  continues  to narrow,
however,  it  becomes  increasingly  difficult  to select the  correct  areas of
overperformance.


                   Total Returns *
               As of December 31, 1996
         ----------------------------------------
         1 Year          5 Year           10 Year
         23.50%          14.08%            13.08%


           Comparison of Change in Value of $10,000 Investment in the
    Capital Value Account, S&P 500 and Lipper Growth and Income Fund Average
  ----------------------------------------------------------------------------


                    Fund                 S&P 500                 Lipper
   Year Ended       Total                 Stock              Growth & Income
  December 31,      Return                Index                Fund Average
                    10,000               10,000                  10,000
     1987           10,647               10,526                  10,184
     1988           12,183               12,274                  11,814
     1989           14,155               16,163                  14,596
     1990           12,759               15,659                  13,946
     1991           17,693               20,433                  18,002
     1992           19,377               21,990                  19,618
     1993           20,888               24,201                  21,884
     1994           20,990               24,519                  21,678
     1995           27,688               33,722                  28,360
     1996           34,193               41,460                  34,253
                                                    
Note: Past performance is not predictive of future performance.

Growth Account
  (Michael R. Hamilton)

     The Growth  Account  struggled  against the market in 1996;  struggle being
relative as 12.23% return is respectable from a historical perspective.  The S&P
500 Index last year was heavily  influenced by the top 25 holdings in the Index.
These are very large  companies.  The Account is more diversified than the Index
and therefore its results were more  representative of the broader market.  With
the market  continuing to struggle  against the potential of an economic boom on
one hand,  versus a slowing  or  recession  on the other,  the  market  could be
subjected to emotional swings depending on the inflation outlook.

     The  Account's  portfolio  still has a large focus on health care given the
demographics  of the  United  States.  This  was not a  strong  sector  in 1996,
particularly  the managed  care  companies  of which the  portfolio  has a large
exposure.  Also,  the  portfolio has large  positions in  technology  and growth
cyclicals.  These  companies  should do well if the  economy  continues  to move
forward which is indicated by current data.

     The portfolio  contains many  companies that are able to compete on a world
wide basis. This is important as global competition continues.


                    Total Returns *                         
                 As of December 31, 1996  
  -------------------------------------------------------                       
  1 Year         Since Inception Date 5/2/94      10 Year                     
  12.51%                  16.12%                    --            
                                

           Comparison of Change in Value of $10,000 Investment in the
             Growth Account, S&P 500 and Lipper Growth Fund Average
       --------------------------------------------------------------- 


                              Fund                            Lipper  
       Year Ended             Total         S&P 500           Growth  
       December 31,          Return          Index             Index   
                             10,000         10,000            10,000  
       1994                  10,542         10,397            10,090  
       1995                  13,243         14,299            13,197  
       1996                  14,899         17,580            15,736  
                                                      
Note:  Past performance is not predictive of future performance.        

International Account
  (Scott D. Opsal)

     The International  Account's 26.2% total return in 1996 was driven by broad
based market rallies across Europe.  Several  European markets have climbed more
than 20% in 1996,  with  Japan  and  Italy  being  the only  major  markets  not
reflecting strong gains. The Account's  investment strategy of holding stocks in
smaller European economies  produced  outperformance as interest rate moves have
been favorable this year.  Long bond yields in secondary  European  markets fell
while  rates in the  stronger  core  countries  have  inched up.  The  Account's
overexposure  to the falling rate markets and  underexposure  to the rising rate
markets was a significant positive factor producing returns that exceeded EAFE's
6.1% and the average international fund in 1996.

     The Account also benefited from non-cyclical stockholdings in Europe. Food,
drug,  technology,  and stable growth  cyclicals have  outperformed  the heavier
cyclical industries. The Account's move into non-cyclical growth stocks early in
the year proved timely.  The Account remains  underweighted in Japan due to poor
valuations  and a weak  economic  outlook.  Japan has been the worst  performing
major  market,  and the  Account's  lack of exposure to this market also boosted
relative returns.

     Adverse  currency changes  diminished the Account's  returns as measured in
U.S.  dollars  by an  estimated  2%. We believe  the EAFE  index has  suffered a
currency loss  exceeding  4%, and the average  manager has lost an estimated 3%.
Thus,  the  Account's   investment  strategy  placed  it  in  markets  suffering
relatively   small  foreign  exchange  losses  thereby  aiding  relative  return
performance.

     The Account is subject to specific risks  associated with foreign  currency
rates, foreign taxation and foreign economies.


                      Total Returns *                      
                 As of December 31, 1996                   
     ----------------------------------------------------
     1 Year    Since Inception Date 5/2/94       10 Year   
     25.09%              12.83%                    --      
                                

           Comparison of Change in Value of $10,000 Investment in the
        International Account, EAFE and Lipper International Fund Average
          ------------------------------------------------------------   


                            Fund      Morgan Stanley         Lipper  
          Year Ended       Total           EAFE          International   
          December 31,    Return          Index               Index   
                           10,000        10,000              10,000  
          1994              9,663         9,990               9,758   
          1995             11,032        11,110              10,676  
          1996             13,800        11,781              11,934  
                                     
Note:  Past performance is not predictive of future performance.   

MidCap Account
  (Michael R. Hamilton)

     The equity market was strong in 1996,  but within the market there were two
different trends.  Large-cap stocks performed much better than small-cap stocks.
The MidCap Account  returned  19.13% compared with the Lipper Mid Cap Average of
17.9%.  The Account and the Lipper Average  trailed the S&P 500 Index because of
their  emphasis on small cap stocks.  While both trailed the S&P 500, this was a
good year for the Account.

     The  financial  market  continues  to  grapple  with the  paradox of strong
economic growth with no apparent inflation.  Productivity will be key in 1997 if
inflation is to remain benign. The Account's  portfolio  continues to be focused
on companies that should enhance productivity of both labor and capital. Several
of the  technology,  service and  cyclical  areas  support  this  emphasis.  The
portfolio is also  overweighted  in the financial  sector as bank  consolidation
continues.

     Continued  profit growth will be important in 1997 as well.  Companies with
more predictable and visible earnings growth are preferred. This continues to be
those  that are low cost  producers  and have  competitive  barriers  to  entry.
Selectivity in all sectors will be crucial to outperformance.


              Total Returns *                      
          As of December 31, 1996                  
- ---------------------------------------------------
1 Year     5 Year     Since Inception Date 12/18/87
21.11%      16.64%                 17.73%          
                                        

                  Comparison of Change in Value of $10,000 Investment
                       in the MidCap Account, S&P 500 and
                          Lipper Mid Cap Fund Average
                -----------------------------------------------------      


                                     Fund                      Lipper          
                 Year Ended          Total       S&P 500       MID CAP 
                 December 31,       Return        Index        Index           
                                    10,000        10,000       10,000          
                    1988            12,369        11,661       11,476          
                    1989            15,070        15,356       14,586          
                    1990            13,186        14,877       14,067          
                    1991            20,240        19,412       21,275          
                    1992            23,264        20,891       23,213          
                    1993            27,750        22,992       26,625          
                    1994            27,967        23,294       26,079          
                    1995            36,080        32,037       34,469          
                    1996            43,697        39,388       40,646          
                                                   
Note:  Past performance is not predictive of future performance.        

Important Notes of the Growth-Oriented Accounts:

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

Lipper Growth Fund Average: This average consists of funds which normally invest
in companies whose long-term earnings are expected to grow significantly  faster
than the  earnings  of the  stocks  represented  in the  major  unmanaged  stock
indices. The one-year average at December 31, 1996 contained 669 funds.

Lipper  Flexible  Portfolio Fund Average:  This average  consists of funds which
allocate their  investments  across various asset  classes,  including  domestic
common stocks, bonds and money market instruments, with a focus on total return.
The one-year average at December 31, 1996 contained 186 funds.

Lipper  Balanced  Fund  Average:  this  average  consists of mutual  funds which
attempt to conserve  principal by maintaining at all times a balanced  portfolio
of both stocks and bonds. Typically, the stock/bond ratio ranges around 60%/40%.
The one year average at December 31, 1996 contained 272 mutual funds.

Lipper  Growth & Income  Fund  Average:  this  average  consists  of funds which
combine a growth of earnings  orientation  and an income  requirement  for level
and/or rising dividends. The one year average at December 31, 1996 contained 522
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 at December 31, 1996 contained 154
funds.

Morgan  Stanley  Capital  International  EAFE  (Europe,  Australia and Far East)
Index:  This average  reflects an arithmetic,  market value weighted  average of
performance of 1,920 listed  securities  which are listed on the stock exchanges
of the following countries:  Australia,  Austria, Belgium, Denmark, Netherlands,
New Zealand, Norway,  Singapore/Malaysia,  Spain, Sweden,  Switzerland,  and the
United Kingdom.

Lipper  International Fund Average:  This average consists of funds which invest
in securities  primarily  traded in markets  outside of the United  States.  The
one-year average at December 31, 1996 contained 331 funds.

Income-Oriented  Accounts:

Bond Account
  (Scott A. Bennett)

     The Bond Account's  performance in 1996 lagged when compared to 1995.  1995
was a banner year,  mainly because of  dramatically  declining  interest  rates.
During 1996 interest rates increased  throughout most of the year based on fears
of increasing  inflation.  This hurt the Account's  relative  performance as the
duration  target of 7 years  (actual  duration  at  12/31/96  was 6.98 years) is
longer than the average BBB rated bond fund and the BAA Lehman  Corporate Index.
Relative  performance was also negatively  impacted by the lack of a significant
amount of less than  investment  grade bonds in the portfolio.  High yield (less
than investment  grade) debt performed  extremely well during 1996, with many of
the top performing funds in the Lipper BAA universe having significant exposures
to this asset class.

     Over the  long-term,  the Account  continues to outperform  the average BBB
fund.  This is  attributed to remaining  fully  invested and not trying to guess
interest rates. The BBB corporate bond class continued to be an attractive asset
class in 1996, outperforming all other taxable investment grade classes. Spreads
continued  to narrow  during the year with  defaults  low and a large  amount of
funds chasing the available bonds. 


                    Total Returns *                               
               As of December 31, 1996                            
- --------------------------------------------------------------
1 Year              5 Year     Since Inception Date 12/18/87      
  2.36%             8.20%                 9.55%                   


 Comparison of Change in Value of $10,000 Investment in the Bond Account, Lehman
 Brothers BAA Corporate Index and Lipper Corporate Debt BBB Rated Fund Average
 -----------------------------------------------------------------------------


                       Fund              Lehman           Lipper
     Year Ended       Total                BAA              BBB
     December 31,    Return              Index              Avg
                      10,000            10,000            10,000
      1988            10,991            11,129            10,900
      1989            12,514            12,699            12,060
      1990            13,167            13,595            12,751
      1991            15,369            16,113            15,020
      1992            16,810            17,512            16,258
      1993            18,771            19,665            18,261
      1994            18,227            18,707            17,447
      1995            22,268            22,959            20,948
      1996            22,794            23,882            21,616

                                                   
Note:  Past performance is not predictive of future performance.    

Government Securities Account
  (Martin J. Schafer)

     Interest rates rose in 1996, which dampened  absolute fixed income returns.
The Account  underperformed the Lipper U.S. Mortgage Fund Average and the Lehman
MBS  Index in 1996 due to its  slightly  longer  duration.  However,  since  the
Account's  inception of 4/9/87 it has outperformed the Lipper U.S. Mortgage Fund
Average and is competitive with the Lehman MBS Index.

     Results were  enhanced  last year through  identification  and selection of
certain undervalued  sectors of mortgage-backed  securities for a portion of the
portfolio.  These  securities  have now become very popular with Wall Street and
other investors, resulting in their increasing in value.

     The current  portfolio is well  positioned  for the period ahead.  It has a
number of securities that are "seasoned" (e.g., original 30 year loans that have
been  outstanding  for three years or more) and therefore  valued more highly in
the marketplace.  There are few securities  priced above par, so prepayment risk
is negligible.  If the future  continues to be an era of economic  prosperity we
should  continue to see strong  housing  markets and housing  turnover that will
cause  prepayments  on our  securities  to  exceed  market  expectations.  These
repayments  are  welcomed,  as the  portfolio  is priced at a  discount  and the
Account will be paid-off at par.


                    Total Returns *
                As of December 31, 1996
- --------------------------------------------------
1 Year     5 Year     Since Inception Date 4/9/87                               
 3.35%     6.68%                8.63%                          
                                

Comparison of Change in Value of $10,000 Investment in the Government Securities
  Account, Lehman Brothers Mortgage Index and Lipper U.S. Mortgage Fund Average
- --------------------------------------------------------------------------------


                               Fund        Lehman        Lipper  
          Year Ended          Total       Mortgage    U.S. Mortgage   
          December 31,        Return       Index          Index   
                              10,000      10,000        10,000  
               1987           10,099      10,204        10,104  
               1988           10,939      11,094        10,858  
               1989           12,645      12,808        12,224  
               1990           13,852      14,183        13,370  
               1991           16,200      16,410        15,348  
               1992           17,308      17,551        16,285  
               1993           19,051      18,751        17,499  
               1994           18,188      18,450        16,769  
               1995           21,656      21,549        19,491  
               1996           22,381      22,702        20,245  


Note:  Past performance is not predictive of future performance.   

Important Notes of the Income-Oriented Accounts:

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

Lipper  Corporate Debt BBB Rated Funds Average:  this average consists of mutual
funds  investing at least 65% of their assets in corporate and  government  debt
issues rated by S&P or Moody's in the top four  grades.  The one year average at
December 31, 1996 contained 102 mutual funds.

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

Lipper U.S. Mortgage Fund Average: this average consists of mutual funds
investing at least 65% of their assets in mortgages/securities issued or
guaranteed as to principal and interest by the U.S. Government and certain
federal agencies. The one year average at December 31, 1996 contained 59 mutual
funds.

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

DETERMINATION OF NET ASSET VALUE OF ACCOUNT SHARES

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

Growth-Oriented and Income-Oriented Accounts

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

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

Money Market Account

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

PERFORMANCE CALCULATION

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

Average Annual Total Return

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

Yield and Effective Yield

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

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

INCOME DIVIDENDS, DISTRIBUTIONS AND TAX STATUS

     It is the  policy  of each  Account  to  distribute  substantially  all net
investment  income and net realized gains.  Through such  distributions,  and by
satisfying certain other  requirements,  the 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
the Fund so qualifies it will be exempt from federal income tax upon the amounts
so distributed to investors.

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

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

Money Market Account

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

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

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

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

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

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

ELIGIBLE PURCHASERS AND PURCHASE OF SHARES

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

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

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

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

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

SHAREHOLDER RIGHTS

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

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

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

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

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

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

REDEMPTION OF SHARES

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

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

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

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

ADDITIONAL INFORMATION

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

     Organization and Share Ownership:  Effective  January 1, 1998, an Agreement
and Plan of Reorganization  and Liquidation was implemented under which a Series
of  the  Principal   Variable  Contracts  Fund,  Inc.  adopted  the  assets  and
liabilities of the corresponding  Fund. The Funds were incorporated in the state
of Maryland on the following  dates:  Aggressive  Growth Fund - August 20, 1993;
Asset Allocation Fund - August 20, 1993; Balanced Fund - November 26, 1986; Bond
Fund - November 26, 1986;  Capital  Accumulation  Fund - May 26, 1989 (effective
November 1, 1989  succeeded to the business of a predecessor  Fund that had been
incorporated  in Delaware on February 6, 1969);  Emerging Growth Fund - February
20,  1987;  Government  Securities  Fund - June 7, 1985;  Growth Fund August 20,
1993;  Money  Market  Fund - June 10,  1982;  and World Fund - August 20,  1993.
Principal  Mutual Life  Insurance  Company owns 100% of each Fund's  outstanding
shares.

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

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

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

     Principal   Underwriter:   Princor  Financial  Services  Corporation,   The
Principal  Financial  Group,  Des  Moines,  Iowa  50392-0200,  is the  principal
underwriter for the Principal Variable Contracts Fund, Inc.

          
     The Principal Variable Contracts Fund, Inc. described in this Prospectus 
is a diversified,  open-end management investment company offering a variety of
Accounts each of which was formerly a separately incorporated investment 
company.  Together, the Accounts provide the following range of investment
objectives:

                            Growth-Oriented Accounts
Balanced  Account  (formerly  known as Principal  Balanced Fund,  Inc.) seeks to
generate a total return  consisting of current  income and capital  appreciation
while assuming reasonable risks in furtherance of the investment objective.

Capital Value Account  (formerly known as Principal Capital  Accumulation  Fund,
Inc.) seeks to achieve primarily  long-term  capital  appreciation and secondary
growth of investment income through the purchase primarily of common stocks, but
the Account may invest in other securities.

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

International  Account  (formerly known as Principal World Fund, Inc.) seeks 
long-term growth of capital by investing in a portfolio of equity securities of 
companies domiciled in any of the nations of the world.

MidCap Account (formerly known as Principal Emerging Growth Fund, Inc.) seeks to
achieve capital  appreciation  by investing  primarily in securities of emerging
and other growth-oriented companies.

                            Income-Oriented Accounts
Bond Account (formerly known as Principal Bond Fund, Inc.) seeks to provide as 
high a level of income as is consistent  with preservation of capital and 
prudent investment risk.

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

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

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

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

   
     Additional  information  about the Fund has been filed with the  Securities
and Exchange  Commission,  including a document  called  Statement of Additional
Information, dated December 31, 1997. The Statement of Additional Information is
incorporated  by  reference  into this  Prospectus.  A copy of the  Statement of
Additional Information can be obtained free of charge by writing or telephoning:
    

                     Principal Variable Contracts Fund, Inc.
                          The Principal Financial Group
                              Des Moines, IA 50392
                            Telephone 1-800-247-4123

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

   
                The Date of this Prospectus is December 31, 1997.
    

                                TABLE OF CONTENTS

   
                                                                            Page
     Summary  ............................................................    3
     Financial Highlights.................................................    5
     Investment Objectives, Policies and Restrictions.....................   11
     Certain Investment Policies and Restrictions.........................   18
     Manager and Sub-Advisor  ............................................   21
     Duties Performed by the Manager and Sub-Advisor......................   21
     Managers' Comments...................................................   22
     Determination of Net Asset Value of Account Shares...................   27
     Performance Calculation..............................................   27
     Income Dividends, Distributions and Tax Status.......................   28
     Eligible Purchasers and Purchase of Shares...........................   29
     Shareholder Rights ..................................................   30
     Redemption of Shares.................................................   30
     Additional Information...............................................   31
    


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

SUMMARY

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

     The Principal Variable Contracts Fund, Inc. is an open-end diversified 
management investment company offering multiple Accounts.

Who may purchase shares of the Accounts?

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

What do the Accounts offer investors?

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

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

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

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

What are the Accounts' investment objectives?

                            Growth-Oriented Accounts

     The investment  objective of the Balanced  Account is to seek to generate a
total  return  consisting  of current  income  and  capital  appreciation  while
assuming reasonable risks in furtherance of this objective.

     The primary investment  objective of the Capital Value Account is long-term
capital  appreciation  and its  secondary  investment  objective  is  growth  of
investment  income.  The  Account  seeks to achieve  its  investment  objectives
through the purchase  primarily of common stocks,  but the Account may invest in
other securities.

     The investment  objective of the Growth  Account is growth of capital.  The
Account seeks to achieve its objective through the purchase  primarily of common
stocks, but the Account may invest in other securities.

     The investment objective of the International  Account is to seek long-term
growth of capital by investing in a portfolio of equity securities  domiciled in
any of the nations of the world.

     The  investment  objective  of the MidCap  Account  is to  achieve  capital
appreciation  by  investing  primarily  in  securities  of  emerging  and  other
growth-oriented companies.

                            Income-Oriented Accounts

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

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

                              Money Market Account

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

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

Who serves as Manager for the Accounts?

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

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

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

                   ANNUAL ACCOUNT OPERATING EXPENSES
                (As a Percentage of Average Net Assets)
                                                                         Total
                                       Management         Other        Operating
               Account                      Fee          Expenses      Expenses

     Balanced Account                       .60%            .03%           .63%
     Bond Account                           .50%            .03%           .53%
     Capital Value Account                  .48%            .01%           .49%
     Government Securities Account          .50%            .02%           .52%
     Growth Account                         .50%            .02%           .52%
     International Account                  .75%            .15%           .90%
     MidCap Account                         .64%            .02%           .66%
     Money Market Account                   .50%            .06%           .56%

                                     EXAMPLE

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

                                                 Period (in years)

               Account                  1          3           5           10

     Balanced Account                  $6         $20        $35           $79
     Bond Account                      $5         $17        $30           $66
     Capital Value Account             $5         $16        $27           $62
     Government Securities Account     $5         $17        $29           $65
     Growth Account                    $5         $17        $29           $65
     International Account             $9         $29        $50          $111
     MidCap Account                    $7         $21        $37           $82
     Money Market Account              $6         $18        $31           $70

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

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

FINANCIAL HIGHLIGHTS

   
     The following  financial  highlights are derived from financial  statements
which,  for the five years in the period  ended  December  31,  1996,  have been
audited  by Ernst & Young  LLP,  independent  auditors,  whose  report  has been
incorporated by reference  herein.  The financial  highlights  should be read in
conjunction  with the financial  statements,  related notes, and other financial
information  incorporated by reference herein.  Audited financial statements may
be obtained by shareholders, without charge, by telephoning 1-800-451-5447.
    

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


                                                            Net Realized                                      Excess  
                                                                and                                Distri-    Distri-              
                                       Net Asset             Unrealized     Total     Dividends    butions    butions              
                                       Value at      Net       Gain         from       from Net     from       from       Total    
                                       Beginning  Investment  (Loss) on   Investment  Investment   Capital    Capital    Distri-   
                                       of Period   Income    Investments  Operations    Income      Gains    Gains(a)    butions   
<S>                                     <C>        <C>        <C>          <C>        <C>        <C>         <C>       <C>
   
Balanced Account(b)(c)
Six Months Ended June 30, 1997(d)       $14.44     $ .22      $1.19        $1.41        --       $(.01)      $ --      $  (.01)    
Year Ended December 31,
   1996                                  13.97       .40       1.41         1.81      $(.40)      (.94)        --        (1.34)    
   1995                                  11.95       .45       2.44         2.89       (.45)      (.42)        --         (.87)    
   1994                                  12.77       .37       (.64)        (.27)      (.37)      (.18)        --         (.55)    
   1993                                  12.58       .42        .95         1.37       (.42)      (.76)        --        (1.18)    
Six Months Ended December 31, 1992(g)    12.93       .23        .75          .98       (.47)      (.86)        --        (1.33)    
Year Ended June 30, 
   1992                                  11.33       .47       1.61         2.08       (.48)       --          --         (.48)    
   1991                                  10.79       .54        .59         1.13       (.57)      (.02)        --         (.59)    
   1990                                  11.89       .60       (.48)         .12       (.63)      (.59)        --        (1.22)    
   1989                                  11.75       .62        .30          .92       (.55)      (.23)        --         (.78)    
Period Ended June 30, 1988(h)            10.00       .27       1.51         1.78       (.03)       --          --         (.03)    

Bond Account(c)
Six Months Ended June 30, 1997(d)        11.33       .38       (.04)         .34         --        --          --           --     
Year Ended December 31,
   1996                                  11.73       .68       (.40)         .28       (.68)       --          --         (.68)    
   1995                                  10.12       .62       1.62         2.24       (.63)       --          --         (.63)    
   1994                                  11.16       .72      (1.04)        (.32)      (.72)       --          --         (.72)    
   1993                                  10.77       .88        .38         1.26       (.87)       --          --         (.87)    
Six Months Ended December 31, 1992(g)    11.08       .45        .13          .58       (.89)       --          --         (.89)    
Year Ended June 30,
   1992                                  10.64       .91        .46         1.37       (.93)       --          --         (.93)    
   1991                                  10.72       .94       (.06)         .88       (.96)       --          --         (.96)    
   1990                                  10.92       .95       (.21)         .74       (.94)       --          --         (.94)    
   1989                                  10.68      1.15        .17         1.32       (.96)      (.12)        --        (1.08)    
Period Ended June 30, 1988(h)            10.00       .32        .40          .72       (.04)       --          --         (.04)    

Capital Value Account(c)
Six Months Ended June 30, 1997(d)        29.84       .32       3.81         4.13         --      (1.07)        --        (1.07)    
Year Ended December 31,
   1996                                  27.80       .57       5.82         6.39       (.58)     (3.77)        --        (4.35)    
   1995                                  23.44       .60       6.69         7.29       (.60)     (2.33)        --        (2.93)    
   1994                                  24.61       .62       (.49)         .13       (.61)      (.69)        --        (1.30)    
   1993                                  25.19       .61       1.32         1.93       (.60)     (1.91)        --        (2.51)    
Six Months Ended December 31, 1992(g)    26.03       .31       1.84         2.15       (.64)     (2.35)        --        (2.99)    
Year Ended June 30,
   1992                                  23.35       .65       2.70         3.35       (.67)       --          --         (.67)    
   1991                                  22.48       .74       1.22         1.96       (.79)      (.30)        --        (1.09)    
   1990                                  23.63       .79        .14          .93       (.81)     (1.27)        --        (2.08)    
   1989                                  23.23       .77       1.32         2.09       (.68)     (1.01)        --        (1.69)    
   1988                                  27.51       .60      (1.50)        (.90)      (.69)     (2.69)        --        (3.38)    
   1987                                  25.48       .40       4.46         4.86       (.50)     (2.33)        --        (2.83)    
    
</TABLE>
<TABLE>
<CAPTION>
                                                                             Ratios/Supplemental Data


                                                                                                Ratio of Net
                                                Net Asset                            Ratio of     Investment
                                                 Value at             Net Assets at  Expenses to   Income to   Portfolio    Average
                                                  End of     Total    End of Period    Average     Average     Turnover   Commission
                                                  Period    Return   (in thousands)  Net Assets   Net Assets     Rate         Rate
<S>                                              <C>       <C>         <C>           <C>          <C>          <C>          <C>    
   
 Balanced Account(b)(c)
Six Months Ended June 30, 1997(d)                $15.84     9.74%(e)   $113,288      .62%(f)       3.19%(f)     33.5%(f)    $.0374
Year Ended December 31,
   1996                                           14.44    13.13%       93,158       .63%          3.45%        22.6%        .0417
   1995                                           13.97    24.58%       45,403       .66%          4.12%        25.7%         N/A
   1994                                           11.95    (2.09)%      25,043       .69%          3.42%        31.5%         N/A
   1993                                           12.77    11.06%       21,399       .69%          3.30%        15.8%         N/A
Six Months Ended December 31, 1992(g)             12.58     8.00%(e)    18,842       .73%(f)       3.71%(f)     38.4%(f)      N/A
Year Ended June 30, 
   1992                                           12.93    18.78%       17,344       .72%          3.80%        26.6%         N/A
   1991                                           11.33    11.36%       14,555       .73%          5.27%        27.1%         N/A
   1990                                           10.79      .87%       13,016       .74%          5.52%        33.1%         N/A
   1989                                           11.89     8.55%       12,751       .74%          5.55%        29.3%         N/A
Period Ended June 30, 1988(h)                     11.75    17.70%(e)    11,469       .80%(f)       4.96%(f)     41.7%(f)      N/A

Bond Account(c)
Six Months Ended June 30, 1997(d)                 11.67     3.00%(e)    71,812       .52%(f)       7.07%(f)      8.7%(f)      N/A
Year Ended December 31,
   1996                                           11.33     2.36%       63,387       .53%          7.00%         1.7%         N/A
   1995                                           11.73    22.17%       35,878       .56%          7.28%         5.9%         N/A
   1994                                           10.12    (2.90)%      17,108       .58%          7.86%        18.2%         N/A
   1993                                           11.16    11.67%       14,387       .59%          7.57%        14.0%         N/A
Six Months Ended December 31, 1992(g)             10.77     5.33%(e)    12,790       .62%(f)       8.10%(f)      6.7%(f)      N/A
Year Ended June 30,
   1992                                           11.08    13.57%       12,024       .62%          8.47%         6.1%         N/A
   1991                                           10.64     8.94%       10,552       .63%          9.17%         2.7%         N/A
   1990                                           10.72     7.15%        9,658       .64%          9.09%         0.0%         N/A
   1989                                           10.92    13.51%        9,007       .64%          9.18%        12.2%         N/A
Period Ended June 30, 1988(h)                     10.68     6.06%(e)    17,598       .58%(f)       8.11%(f)     68.8%(f)      N/A

Capital Value Account(c)
Six Months Ended June 30, 1997(d)                 32.90    14.28%(e)   249,077       .48%(f)       2.22%(f)     29.0%(f)     .0427
Year Ended December 31,
   1996                                           29.84    23.50%      205,019       .49%          2.06%        48.5%        .0426
   1995                                           27.80    31.91%      135,640       .51%          2.25%        49.2%         N/A
   1994                                           23.44      .49%      120,572       .51%          2.36%        44.5%         N/A
   1993                                           24.61     7.79%      128,515       .51%          2.49%        25.8%         N/A
Six Months Ended December 31, 1992(g)             25.19     8.81%(e)   105,355       .55%(f)       2.56%(f)     39.7%(f)      N/A
Year Ended June 30,
   1992                                           26.03    14.53%       94,596       .54%          2.65%        34.8%         N/A
   1991                                           23.35     9.46%       76,537       .53%          3.53%        14.0%         N/A
   1990                                           22.48     3.94%       74,008       .56%          3.56%        30.2%         N/A
   1989                                           23.63    10.02%       68,132       .57%          3.53%        23.5%         N/A
   1988                                           23.23    (2.67)%      62,696       .60%          2.76%        26.7%         N/A
   1987                                           27.51    22.17%       57,478       .63%          1.99%        16.1%         N/A
    
</TABLE>
<TABLE>
<CAPTION>

                                                      Income from
                                                  Investment Operations                   Less Distributions                        


                                                               Net Realized                                       Excess
                                                                    and                                Distri-    Distri-           
                                           Net Asset            Unrealized     Total      Dividends    butions    butions           
                                           Value at      Net       Gain         from       from Net     from       from      Total  
                                           Beginning  Investment  (Loss) on   Investment  Investment   Capital    Capital   Distri- 
                                           of Period   Income    Investments  Operations   Income       Gains     Gains(a)  butions 
<S>                                         <C>        <C>        <C>           <C>         <C>        <C>        <C>       <C>
 
   
Government Securities Account(c)
Six Months Ended June 30, 1997(d)           $10.31     $ .33      $ .01         $.34        $(.01)     $ --       $ --      $  (.01)
Year Ended December 31,
   1996                                      10.55       .59      (.24)          .35         (.59)       --         --         (.59)
   1995                                       9.38       .60       1.18         1.78         (.61)       --         --         (.61)
   1994                                      10.61       .76      (1.24         (.48)        (.75)       --         --         (.75)
   1993                                      10.28       .71        .33         1.04         (.71)       --         --         (.71)
Six Months Ended December 31, 1992(g)        10.93       .40        .04          .44         (.78)       --        (.31)      (1.09)
Year Ended June 30,
   1992                                      10.24       .80        .71         1.51         (.81)       --        (.01)       (.82)
   1991                                      10.05       .80        .24         1.04         (.81)       --        (.04)       (.85)
   1990                                      10.05       .78         --          .78         (.78)       --          --        (.78)
   1989                                       9.37       .80        .34         1.14         (.46)       --          --        (.46)
   1988                                       9.47       .78       (.09)         .69         (.79)       --          --        (.79)
Period Ended June 30, 1987(i)                10.00       .18       (.59)        (.41)        (.12)       --          --        (.12)

Growth Account(c)
Six Months Ended June 30, 1997(d)            13.79       .09       2.01         2.10          --         --          --          -- 
Year Ended December 31,
   1996                                      12.43       .16       1.39         1.55         (.16)      (.03)        --        (.19)
   1995                                      10.10       .17       2.42         2.59         (.17)       --        (.09)       (.26)
Period Ended December 31, 1994(j)             9.60       .07        .51         .58          (.08)       --          --        (.08)

International Account(c)
Six Months Ended June 30, 1997(d)            13.02       .17       2.03         2.20          --         --        (.04)       (.04)
Year Ended December 31,
   1996                                      10.72       .22       2.46         2.68        (.22)       (.16)        --        (.38)
   1995                                       9.56       .19       1.16         1.35        (.18)        --        (.01)       (.19)
Period Ended December 31, 1994(j)             9.94       .03       (.33)        (.30)       (.05)       (.02)      (.01)       (.08)

MidCap Account(c)(k)    
Six Months Ended June 30, 1997(d)            29.74       .15       3.53         3.68          --        (.10)        --        (.10)
Year Ended December 31,
   1996                                      25.33       .22       5.07         5.29        (.22)       (.66)        --        (.88)
   1995                                      19.97       .22       5.57         5.79        (.22)       (.21)        --        (.43)
   1994                                      20.79       .14        .03          .17        (.14)       (.85)        --        (.99)
   1993                                      18.91       .17       3.47         3.64        (.17)      (1.59)        --       (1.76)
Six Months Ended December 31, 1992(g)        15.97       .10       3.09         3.19        (.21)       (.04)        --        (.25)
Year Ended June 30,
   1992                                      13.93       .21       2.04         2.25        (.21)        --          --        (.21)
   1991                                      14.25       .20        .50          .70        (.23)       (.79)        --       (1.02)
   1990                                      13.35       .24        .87         1.11        (.20)       (.01)        --        (.21)
   1989                                      12.85       .16       1.35         1.51        (.11)       (.90)        --       (1.01)
Period Ended June 30, 1988(i)                10.00       .05       2.83         2.88        (.03)        --          --        (.03)

Money Market Account(c)
Six Months Ended June 30, 1997(d)             1.000      .025        --          .025       (.025)       --          --       (.025)
Year Ended December 31,
   1996                                       1.000      .049        --          .049       (.049)       --          --       (.049)
   1995                                       1.000      .054        --          .054       (.054)       --          --       (.054)
   1994                                       1.000      .037        --          .037       (.037)       --          --       (.037)
1993                                          1.000      .027        --          .027       (.027)       --          --       (.027)
Six Months Ended December 31, 1992(g)         1.000      .016        --          .016       (.016)       --          --       (.016)
Year Ended June 30,
   1992                                       1.000      .046        --          .046       (.046)       --          --       (.046)
   1991                                       1.000      .070        --          .070       (.070)       --          --       (.070)
   1990                                       1.000      .077        --          .077       (.077)       --          --       (.077)
   1989                                       1.000      .083        --          .083       (.083)       --          --       (.083)
   1988                                       1.000      .064        --          .064       (.064)       --          --       (.064)
   1987                                       1.000      .057        --          .057       (.057)       --          --       (.057)
    
</TABLE>
<TABLE>
<CAPTION>
                                                                       Ratios/Supplemental Data


                                                                                                 Ratio of Net
                                                Net Asset                             Ratio of    Investment
                                                Value at             Net Assets at   Expenses to   Income to    Portfolio    Average
                                                  End of     Total   End of Period    Average      Average     Turnover   Commission
                                                 Period     Return  (in thousands)   Net Assets    Net Assets     Rate        Rate
<S>                                              <C>       <C>         <C>          <C>           <C>          <C>          <C>   
   
Government Securities Account(c)
Six Months Ended June 30, 1997(d)                $10.64     3.26%(e)   $84,656        .53%(f)      6.48%(f)     11.0%(f)      N/A
Year Ended December 31,
   1996                                           10.31     3.35%       85,100        .52%         6.46%         8.4%         N/A
   1995                                           10.55    19.07%       50,079        .55%         6.73%         9.8%         N/A
   1994                                            9.38    (4.53)%      36,121        .56%         7.05%        23.2%         N/A
   1993                                           10.61    10.07%       36,659        .55%         7.07%        20.4%         N/A
Six Months Ended December 31, 1992(g)             10.28     4.10%(e)    31,760        .59%(f)      7.35%(f)     34.5%(f)      N/A
Year Ended June 30,
   1992                                           10.93    15.34%       33,022        .58%         7.84%        38.9%         N/A
   1991                                           10.24    10.94%       26,021        .59%         8.31%         4.2%         N/A
   1990                                           10.05     8.16%       21,488        .61%         8.48%        18.7%         N/A
   1989                                           10.05    12.61%       15,890        .63%         8.68%         3.7%         N/A
   1988                                            9.37     7.69%       12,902        .66%         8.47%         2.7%         N/A
Period Ended June 30, 1987(i)                      9.47     (.94)%(e)   10,778        .64%(f)      8.50%(f)      0.2%(f)      N/A

Growth Account(c)
Six Months Ended June 30, 1997(d)                 15.89    15.23%(e)   132,259        .51%(f)      1.36%(f)      7.5%(f)    $.0452
Year Ended December 31,
   1996                                           13.79    12.51%       99,612        .52%         1.61%         2.0%        .0401
   1995                                           12.43    25.62%       42,708        .58%         2.08%         6.9%         N/A
Period Ended December 31, 1994(j)                 10.10     5.42%(e)    13,086        .75%(f)      2.39%(f)      0.9%(f)      N/A

International Account(c)
Six Months Ended June 30, 1997(d)                 15.18    16.98%(e)   107,095        .84%(f)      2.92%(f)     25.4%(f)     .0186
Year Ended December 31,
   1996                                           13.02    25.09%       71,682        .90%         2.28%        12.5%        .0120
   1995                                           10.72    14.17%       30,566        .95%         2.26%        15.6%         N/A
Period Ended December 31, 1994(j)                  9.56    (3.37)%(e)   13,746       1.24%(f)      1.31%(f)     14.4%(f)      N/A

MidCap Account(c)(k)    
Six Months Ended June 30, 1997(d)                 33.32    12.39%(e)   180,072        .65%(f)      1.05%(f)     10.9%(f)     .0390
Year Ended December 31,
   1996                                           29.74    21.11%      137,161        .66%         1.07%         8.8%        .0379
   1995                                           25.33    29.01%       58,520        .70%         1.23%        13.1%         N/A
   1994                                           19.97      .78%       23,912        .74%         1.15%        12.0%         N/A
   1993                                           20.79    19.28%       12,188        .78%          .89%        22.4%         N/A
Six Months Ended December 31, 1992(g)             18.91    20.12%(e)     9,693        .81%(f)      1.24%(f)      8.6%(f)      N/A
Year Ended June 30,
   1992                                           15.97    16.19%        7,829        .82%         1.33%        10.1%         N/A
   1991                                           13.93     5.72%        6,579        .89%         1.70%        11.1%         N/A
   1990                                           14.25     8.32%        6,067        .88%         1.74%        17.9%         N/A
   1989                                           13.35    13.08%        5,509        .90%         1.31%        21.4%         N/A
Period Ended June 30, 1988(i)                     12.85    28.72%(e)     4,857        .94%(f)       .64%(f)      4.6%(f)      N/A

Money Market Account(c)
Six Months Ended June 30, 1997(d)                  1.000    2.50%(e)    43,688        .55%(f)      5.06%(f)       N/A         N/A
Year Ended December 31,
   1996                                            1.000    5.07%       46,244        .56%         5.00%          N/A         N/A
   1995                                            1.000    5.59%       32,670        .58%         5.32%          N/A         N/A
   1994                                            1.000    3.76%       29,372        .60%         3.81%          N/A         N/A
1993                                               1.000    2.69%       22,753        .60%         2.64%          N/A         N/A
Six Months Ended December 31, 1992(g)              1.000    1.54%(e)    27,680        .59%(f)      3.10%(f)       N/A         N/A
Year Ended June 30,
   1992                                            1.000    4.64%       25,194        .57%         4.54%          N/A         N/A
   1991                                            1.000    7.20%       26,509        .56%         6.94%          N/A         N/A
   1990                                            1.000    8.37%       26,588        .57%         8.05%          N/A         N/A
   1989                                            1.000    8.59%       20,707        .61%         8.40%          N/A         N/A
   1988                                            1.000    6.61%       14,571        .64%         6.39%          N/A         N/A
   1987                                            1.000    5.78%       11,902        .65%         5.68%          N/A         N/A
    
</TABLE>

Notes to financial highlights

   
(a)  Due  to the  timing  of  dividend  distributions  and  the  differences  in
     accounting for income and realized  gains (losses) for financial  statement
     and  federal  income tax  purposes,  the fiscal  year in which  amounts are
     distributed may differ form the year in which the income and realized gains
     (losses) are recorded for  financial  statement  purposes by the fund.  The
     differences  between the income and gains  distributed on a book versus tax
     basis are shown in the Financial  Highlights as excess  distributions  from
     net investment income and from capital gains.

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

(c) Effective January 1, 1998, the following Fund names were changed:

     Principal Balanced Fund, Inc. became Balanced Account
     Principal Bond Fund, Inc. became Bond Account
     Principal Capital Accumulation Fund, Inc. became Capital Value Account
     Principal Emerging Growth Fund, Inc. became MidCap Account
     Principal Government Securities Fund, Inc. became Government Securities 
       Account
     Principal Growth Fund, Inc. became Growth Account
     Principal Money Market Fund, Inc. became Money Market Account
     Principal World Fund, Inc. became International Account

(d)  Unaudited.

(e)  Total return amounts have not been annualized.

(f)  Computed on an annualized basis.

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

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

(i)  Period from April 9, 1987, date shares first offered to the public, through
     June 30, 1987. Net investment  income,  aggregating  $.01 per share for the
     period  from the initial  purchase  of shares on October  31, 1987  through
     December  17,  1987 was  recognized,  all of which was  distributed  to the
     Account's sole stockholder,  Principal Mutual Life Insurance Company.  This
     represented activity of the Account prior to the initial offering of shares
     to eligible purchasers.

(j)  Period from May 1, 1994,  date shares first offered to the public,  through
     December 31, 1994. Net investment  income,  aggregating  $.01 per share for
     the Growth Account,  Inc. and $.04 per share for the International  Account
     for the  period  from the  initial  purchase  of shares  on March 23,  1994
     through April 30, 1994, was  recognized,  none of which was  distributed to
     the sole stockholder,  Principal Mutual Life Insurance Company,  during the
     period.  Additionally,  the Growth  Account and the  International  Account
     incurred  unrealized  losses  on  investments  of $.41 and $.10 per  share,
     respectively,   during  the  initial  interim  period.   This   represented
     activities of each Account prior to the initial public  offering of Account
     shares.

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

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

INVESTMENT OBJECTIVES, POLICIES AND RESTRICTIONS

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

GROWTH-ORIENTED ACCOUNTS

     The Fund  includes four Accounts  which seek capital  appreciation  through
investments in equity  securities  (Capital  Value,  Growth,  International  and
MidCap Accounts) and one Account which seeks a total investment return including
both capital  appreciation  and income  through  investments  in equity and debt
securities (Balanced Account).  These five Accounts are collectively referred to
as the Growth-Oriented Accounts.

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

Balanced Account

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

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

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

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

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

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

     The  short-term  money market  investments  in which the Account may invest
include the  following:  U.S.  Treasury  bills,  bank  certificates  of deposit,
bankers'  acceptances,  repurchase  agreements,  commercial paper and commercial
paper  master  notes which are floating  rate debt  instruments  without a fixed
maturity.  The Account will only invest in domestic bank certificates of deposit
issued by banks which are members of the Federal  Reserve System that have total
deposits in excess of $1 billion.

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

Capital Value Account

     The  primary  objective  of  Capital  Value  Account is  long-term  capital
appreciation. A secondary objective is growth of investment income.

     The Account will invest  primarily in common  stocks,  but it may invest in
other securities.  In making selections for the Account's investment  portfolio,
the  Manager  will use an  approach  described  broadly  as that of  fundamental
analysis,  which is discussed in the  Statement of  Additional  Information.  To
achieve the investment  objective,  Invista will invest in securities  that have
"value"  characteristics.  This  process  is known as "value  investing."  Value
investing is  purchasing  securities of companies  with above  average  dividend
yields and below average price to earnings (P/E) ratios.  Securities  chosen for
investment  may  include  those of  companies  which the  Manager  believes  can
reasonably  be expected to share in the growth of the nation's  economy over the
long term.

Growth Account

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

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

International Account

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

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

   
     The Account intends that its  investments  normally will be allocated among
various  countries.  Although there is no limitation on the percentage of assets
that may be invested in any one country or denominated in any one currency,  the
Account  intends  under  normal  market  conditions  to have at least 65% of its
assets invested in securities issued by corporations of at least five countries,
one of which may be the United States  (although the Account  currently  intends
not to invest in equity securities of United States companies).  Investments may
be made  anywhere in the world,  but it is expected  that primary  consideration
will be given to investing in the securities  issued by  corporations of Western
Europe, North America and Australasia (Australia,  Japan and Far East Asia) that
have developed economies. Changes in investments may be made as prospects change
for particular countries, industries or companies.
    

MidCap Account

   
     The objective of MidCap  Account is to achieve  capital  appreciation.  The
strategy  of this  Account  is to invest  primarily  in the  common  stocks  and
securities  (both debt and preferred  stock)  convertible  into common stocks of
emerging  and other  growth-oriented  companies  that,  in the  judgment  of the
Manager,  are  responsive  to  changes  within  the  marketplace  and  have  the
fundamental  characteristics  to support  growth.  In pursuing its  objective of
capital appreciation,  the MidCap Account may invest, for any period of time, in
any industry, in any kind of growth-oriented company, whether new and unseasoned
or well known and established.  Under normal market conditions, the Account will
invest at least  65% of its  assets  in  securities  of  companies  with  market
capitalizations  in the $1 billion to $10 billion range.  The Account may invest
up to 10% of its assets in securities of foreign  issuers.  For a description of
certain investment risks associated with foreign securities, see "Risk Factors."
    

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

INCOME-ORIENTED ACCOUNTS

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

Bond Account

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

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

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

     During the year ended  December 31, 1996,  the  percentage of the Account's
portfolio  securities  invested in the various  ratings  established  by Moody's
based upon the weighted average ratings of the portfolio, was as follows:

            Moody's Rating                           Portfolio Percentage
                 Aaa                                          .18%
                 Aa                                           .81%
                 A                                          24.05%
                 Baa                                        68.04%
                 Ba                                          6.92%

     * The above percentages for A rated securities  include .57%  respectively,
unrated securities which have been determined by the Manager to be of comparable
quality.

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

Government Securities Account

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

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

     Cash equivalents in which the Account invests include corporate  commercial
paper rated A-1+, A-1 or A-2 by S&P or P-1 or P-2 by Moody's, unrated commercial
paper issued by corporations  with outstanding debt securities rated in the four
highest grades by S&P and Moody's and bank  certificates of deposit and bankers'
acceptances  issued or  guaranteed  by national  or state  banks and  repurchase
agreements considered by the Account to have investment quality.

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

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

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

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

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

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

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

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

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

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

MONEY MARKET ACCOUNT

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

CERTAIN INVESTMENT POLICIES AND RESTRICTIONS

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

Diversification

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

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

Foreign Securities

     Each of the following  Accounts has adopted  investment  restrictions  that
limit its investments in foreign  securities to the indicated  percentage of its
assets:  International  Account - 100%;  `Bond and Capital Value Accounts - 20%;
Balanced, Growth and MidCap Accounts - 10%. Debt securities issued in the United
States  pursuant  to a  registration  statement  filed with the  Securities  and
Exchange Commission are not considered "foreign securities" for purposes of this
investment  limitation.  Investment in foreign securities presents certain risks
including  those  resulting  from   fluctuations  in  currency  exchange  rates,
revaluation of currencies, the imposition of foreign taxes, future political and
economic  developments  including  war,  expropriations,   nationalization,  the
possible imposition of currency exchange controls and other foreign governmental
laws or  restrictions,  reduced  availability of public  information  concerning
issuers,  and the fact that foreign issuers are not generally subject to uniform
accounting,  auditing and financial  reporting  standards or to other regulatory
practices and requirements  comparable to those applicable to domestic  issuers.
Moreover, securities of many foreign issuers may be less liquid and their prices
more  volatile  than  those  of  comparable   domestic  issuers.   In  addition,
transactions in foreign  securities may be subject to higher costs, and the time
for  settlement of  transactions  in foreign  securities  may be longer than the
settlement  period for  domestic  issuers.  An  Accounts  investment  in foreign
securities may also result in higher  custodial  costs and the costs  associated
with currency conversions.

Currency Contracts

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

Repurchase Agreements and Securities Loans

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

Forward Commitments

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

Warrants

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

Borrowing

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

Options

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

Below Investment Grade Bonds

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

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

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

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

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

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

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

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

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

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

MANAGER AND SUB-ADVISOR

     The  Manager  for  the  Fund  is  Principal  Management   Corporation  (the
"Manager"),  an  indirectly  wholly-owned  subsidiary  of Principal  Mutual Life
Insurance  Company,  a mutual life insurance company organized in 1879 under the
laws of the State of Iowa. The address of the Manager is The Principal Financial
Group,  Des Moines,  Iowa 50392.  The Manager was organized on January 10, 1969,
and since that time has managed  various  mutual  funds  sponsored  by Principal
Mutual Life  Insurance  Company.  As of December 31, 1996, the Manager served as
investment  advisor for 26 such funds with assets  totaling  approximately  $4.0
billion.

     The Manager has executed an agreement with Invista Capital Management, Inc.
("Invista")  under  which  Invista has agreed to assume the  obligations  of the
Manager to provide investment advisory services for the Balanced, Capital Value,
Government  Securities,  Growth,  International and MidCap Accounts. The Manager
will reimburse  Invista for the cost of providing  these services.  Invista,  an
indirectly  wholly-owned  subsidiary of Principal Mutual Life Insurance  company
and an affiliate of the Manager, was founded in 1985 and manages investments for
institutional   investors,   including   Principal  Mutual  Life.  Assets  under
management  at December 31, 1996 were  approximately  $19.6  billion.  Invista's
address is 1800 Hub Tower, 699 Walnut, Des Moines, Iowa 50309.

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

                             Primarily
    Account              Responsible Since                           Person Primarily Responsible
<S>                         <C>                      <C>
   
Balanced                    April, 1993              Judith A. Vogel, CFA (BA degree, Central College). Vice President, Invista
                                                     Capital Management, Inc. Co-Manager since December, 1997: Martin J. Schafer 
                                                     (BBA degree, University of Iowa). Vice President, Invista Capital Management,
                                                     Inc.
    

Bond                        November, 1996           Scott A. Bennett, CFA (MBA degree, University of Iowa) Assistant Director
                                                     Investment Securities, Principal Mutual Life Insurance Company.

Capital Value               November, 1969           David L. White,  CFA (BBA  degree, University of Iowa).  Executive Vice
                             (Account's inception)   President, Invista Capital  Management, Inc.; Co-Manager since November, 1996:
                                                     Catherine A. Green, CFA, (MBA degree, Drake University). Vice President, 
                                                     Invista Capital Management, Inc.

Government Securities       April, 1987              Martin J. Schafer (BBA degree, University of Iowa). Vice President, Invista
                             (Account's inception)   Capital Management, Inc.

Growth and MidCap           May, 1994                Michael R. Hamilton, (BMBA degree, Bellarmine College). Vice President,
                             (Account's inception)   Invista Capital Management, Inc.
                             and December, 1987
                             (Account's inception),
                             respectively

International               April, 1994              Scott D. Opsal, CFA (MBA degree, University of Minnesota). Executive Vice
                                                     President, Invista Capital Management, Inc.
</TABLE>

DUTIES PERFORMED BY THE MANAGER AND SUB-ADVISOR

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

     The  compensation  paid by each  Account to the Manager for the fiscal year
ended  December  31,  1996  was,  on an  annual  basis,  equal to the  following
percentage of average net assets:
                                                                      Total
                                                Manager's          Annualized
                     Account                       Fee              Expenses
- ----------------------------------------------------------------------------
         Balanced Account                        .60%                 .63%
         Bond Account                            .50%                 .53%
         Capital Value Account                   .48%                 .49%
         Government Securities Account           .50%                 .52%
         Growth Account                          .50%                 .52%
         International Account                   .75%                 .90%
         MidCap Account                          .64%                 .66%
         Money Market Account                    .50%                 .56%


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

     The Manager and Sub-Advisor  may purchase at their own expense  statistical
and other  information  or services from outside  sources,  including  Principal
Mutual Life  Insurance  Company.  An Investment  Service  Agreement  between the
Manager,  Principal  Mutual Life Insurance  Company and the Fund,  provides that
Principal Mutual Life Insurance Company will furnish certain personnel, services
and facilities required by the Manager in connection with its performance of the
Management Agreements, and that the Manager will reimburse Principal Mutual Life
Insurance Company for its costs incurred in this regard.

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

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

MANAGERS' COMMENTS

     Princor  Management  Corporation  and Invista are staffed  with  investment
professionals who manage each individual Account.  Comments by these individuals
in the following  paragraphs  summarize in capsule form the general strategy and
results of each Account  through 1996. The  accompanying  charts display results
for the past 10 years or the life of the Account,  whichever is shorter. Average
Annual  Total  Return  figures  provided  for each  Account in the graphs  below
reflect all expenses of the Account and assume all  distributions are reinvested
at net asset value.  The figures do not reflect  expenses of the  variable  life
insurance  contracts or variable annuity contracts that purchase Account shares;
performance  figures  for the  divisions  of the  contracts  would be lower than
performance  figures for the Accounts due to the additional  contract  expenses.
Past performance is not predictive of future performance.  Returns and net asset
values fluctuate. Shares are redeemable at current net asset value, which may be
more or less than original cost.

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

Growth-Oriented Accounts

Balanced Account
  (Judith A. Vogel)

     This balanced  portfolio  combines  stocks,  bonds and cash in a relatively
conservative mix which seeks to provide both capital  appreciation and income to
the  shareholder  without  taking on undue  risk.  The asset  allocation  of the
Account  generally  approximates  60% stocks  and 40%  bonds.  In the year ended
December  31, 1996 the stock market  produced  exceptional  results.  Aided by a
healthy economy,  continued corporate profit growth, and a good dose of investor
enthusiasm,  the S&P 500 Stock Index advanced nearly 23%. Conditions in the bond
market were less supportive over the year.  Long-term  interest rates rose 0.70%
in 1996,  with a lot of  volatility  along the way,  causing the bond returns to
hover between zero and 3% for the year.  Demonstrating its balanced nature,  the
Account produced a 13% annual return, about midway between stock and bond market
results and very near the Lipper Balanced Fund Average.  The bond portion of the
Account's  portfolio  is comprised  of U.S.  Government  notes and bonds with an
emphasis  on  safety  of  principal.  The  stock  portion  of the  portfolio  is
concentrated in companies with stable or growing  earnings that are not terribly
sensitive to economic activity.  After six years of economic expansion resulting
in high rates of resource utilization, corporate profit growth is likely to come
down, causing a scarcity of earnings growth. Companies that can continue to grow
earnings will be afforded  premium  valuations.  There is no independent  market
index against which to measure returns of balanced portfolios,  however, we show
the S&P 500 Stock Index for your information.


                         Total Returns *
                    As of December 31, 1996
         ---------------------------------------------------
                                             Since Inception
         1 Year           5 Year              Date 12/18/87                     
         13.13%           11.57%                12.16%                 
                        
                        

           Comparison of Change in Value of $10,000 Investment in the
            Balanced Account, S&P 500 and Lipper Balanced Fund Average
           ----------------------------------------------------------     
                            Fund                             Lipper
            Year Ended      Total          S&P 500          Mid Cap
           December 31,    Return           Index            Index
                           10,000           10,000          10,000
              1988         11,637           11,661          11,229
              1989         12,982           15,356          13,429
              1990         12,147           14,877          13,355
              1991         16,321           19,412          16,930
              1992         18,410           20,891          18,122
              1993         20,447           22,992          20,066
              1994         20,019           23,294          19,561
              1995         24,941           32,037          24,482
              1996         28,215           39,388          27,851

                                    
Note: Past performance is not predictive of future performance.

Capital Value Account
  (David L. White and Catherine A. Green)

     The  strategy  with this  portfolio  is to hold common  stocks of companies
based on a  valuation  that is  attractive  when  compared  to the  market.  The
analytical staff looks at companies' current valuations  compared to the market,
then at historical information to compare valuations to historical averages. The
focus is on the  fundamentals  of an industry and the company to  determine  the
current  and  future  outlook  as these  potential  investments.  From there the
portfolio is constructed to provide a diversified set of investments.

     The  Account  outperformed  the S&P 500 Index and Lipper  Growth and Income
Fund Average for 1996.  The strength of the market was in much fewer stocks than
in the past. The volatility between industries was much greater than the overall
results. The Account benefited from several areas of exposure.  Banks and health
care were the  strongest  areas for the Account  during the year.  The focus has
been away from the more  cyclical  areas of the economy which also helped during
the year. As the economic cycle  progresses,  the market places more emphasis on
companies  with  consistent  earnings  growth,  and we have tended to overweight
these  areas of the  market.  As the  market  performance  continues  to narrow,
however,  it  becomes  increasingly  difficult  to select the  correct  areas of
overperformance.


                   Total Returns *
               As of December 31, 1996
         ----------------------------------------
         1 Year          5 Year           10 Year
         23.50%          14.08%            13.08%


           Comparison of Change in Value of $10,000 Investment in the
  Capital Value Account, S&P 500 and Lipper Growth and Income Fund Average
  ----------------------------------------------------------------------------
                    Fund                 S&P 500                 Lipper
   Year Ended       Total                 Stock              Growth & Income
  December 31,      Return                Index                Fund Average
                    10,000               10,000                  10,000
     1987           10,647               10,526                  10,184
     1988           12,183               12,274                  11,814
     1989           14,155               16,163                  14,596
     1990           12,759               15,659                  13,946
     1991           17,693               20,433                  18,002
     1992           19,377               21,990                  19,618
     1993           20,888               24,201                  21,884
     1994           20,990               24,519                  21,678
     1995           27,688               33,722                  28,360
     1996           34,193               41,460                  34,253

                                                    
Note: Past performance is not predictive of future performance.

Growth Account
  (Michael R. Hamilton)

     The Growth  Account  struggled  against the market in 1996;  struggle being
relative as 12.23% return is respectable from a historical perspective.  The S&P
500 Index last year was heavily  influenced by the top 25 holdings in the Index.
These are very large  companies.  The Account is more diversified than the Index
and therefore its results were more  representative of the broader market.  With
the market  continuing to struggle  against the potential of an economic boom on
one hand,  versus a slowing  or  recession  on the other,  the  market  could be
subjected to emotional swings depending on the inflation outlook.

     The  Account's  portfolio  still has a large focus on health care given the
demographics  of the  United  States.  This  was not a  strong  sector  in 1996,
particularly  the managed  care  companies  of which the  portfolio  has a large
exposure.  Also,  the  portfolio has large  positions in  technology  and growth
cyclicals.  These  companies  should do well if the  economy  continues  to move
forward which is indicated by current data.

     The portfolio  contains many  companies that are able to compete on a world
wide basis. This is important as global competition continues.


                    Total Returns *                         
                 As of December 31, 1996  
  -------------------------------------------------------                       
  1 Year         Since Inception Date 5/2/94      10 Year                     
  12.51%                  16.12%                    --            
                                

           Comparison of Change in Value of $10,000 Investment in the
              Growth Account, S&P 500 and Lipper Growth Fund Average
       --------------------------------------------------------------- 
                              Fund                            Lipper  
       Year Ended             Total         S&P 500           Growth  
       December 31,          Return          Index             Index   
                             10,000         10,000            10,000  
       1994                  10,542         10,397            10,090  
       1995                  13,243         14,299            13,197  
       1996                  14,899         17,580            15,736  

                                                      
Note:  Past performance is not predictive of future performance.        

International Account
  (Scott D. Opsal)

     The International  Account's 26.2% total return in 1996 was driven by broad
based market rallies across Europe.  Several  European markets have climbed more
than 20% in 1996,  with  Japan  and  Italy  being  the only  major  markets  not
reflecting strong gains. The Account's  investment strategy of holding stocks in
smaller European economies  produced  outperformance as interest rate moves have
been favorable this year.  Long bond yields in secondary  European  markets fell
while  rates in the  stronger  core  countries  have  inched up.  The  Account's
overexposure  to the falling rate markets and  underexposure  to the rising rate
markets was a significant positive factor producing returns that exceeded EAFE's
6.1% and the average international fund in 1996.

     The Account also benefited from non-cyclical stockholdings in Europe. Food,
drug,  technology,  and stable growth  cyclicals have  outperformed  the heavier
cyclical industries. The Account's move into non-cyclical growth stocks early in
the year proved timely.  The Account remains  underweighted in Japan due to poor
valuations  and a weak  economic  outlook.  Japan has been the worst  performing
major  market,  and the  Account's  lack of exposure to this market also boosted
relative returns.

     Adverse  currency changes  diminished the Account's  returns as measured in
U.S.  dollars  by an  estimated  2%. We believe  the EAFE  index has  suffered a
currency loss  exceeding  4%, and the average  manager has lost an estimated 3%.
Thus,  the  Account's   investment  strategy  placed  it  in  markets  suffering
relatively   small  foreign  exchange  losses  thereby  aiding  relative  return
performance.

     The Account is subject to specific risks  associated with foreign  currency
rates, foreign taxation and foreign economies.


                      Total Returns *                      
                 As of December 31, 1996                   
     ----------------------------------------------------
     1 Year    Since Inception Date 5/2/94       10 Year   
     25.09%              12.83%                    --      
                                

           Comparison of Change in Value of $10,000 Investment in the
        International Account, EAFE and Lipper International Fund Average
          ------------------------------------------------------------   
                            Fund      Morgan Stanley         Lipper  
          Year Ended       Total           EAFE          International   
          December 31,    Return          Index               Index   
                           10,000        10,000              10,000  
          1994              9,663         9,990               9,758   
          1995             11,032        11,110              10,676  
          1996             13,800        11,781              11,934  

                                     
Note:  Past performance is not predictive of future performance.   

MidCap Account
  (Michael R. Hamilton)

     The equity market was strong in 1996,  but within the market there were two
different trends.  Large-cap stocks performed much better than small-cap stocks.
The MidCap Account  returned  19.13% compared with the Lipper Mid Cap Average of
17.9%.  The Account and the Lipper Average  trailed the S&P 500 Index because of
their  emphasis on small cap stocks.  While both trailed the S&P 500, this was a
good year for the Account.

     The  financial  market  continues  to  grapple  with the  paradox of strong
economic growth with no apparent inflation.  Productivity will be key in 1997 if
inflation is to remain benign. The Account's  portfolio  continues to be focused
on companies that should enhance productivity of both labor and capital. Several
of the  technology,  service and  cyclical  areas  support  this  emphasis.  The
portfolio is also  overweighted  in the financial  sector as bank  consolidation
continues.

     Continued  profit growth will be important in 1997 as well.  Companies with
more predictable and visible earnings growth are preferred. This continues to be
those  that are low cost  producers  and have  competitive  barriers  to  entry.
Selectivity in all sectors will be crucial to outperformance.


              Total Returns *                      
          As of December 31, 1996                  
- ---------------------------------------------------
1 Year     5 Year     Since Inception Date 12/18/87
21.11%      16.64%                 17.73%          
                                        

                  Comparison of Change in Value of $10,000 Investment
                    in the MidCap Account, S&P 500 and
                          Lipper Mid Cap Fund Average
                -----------------------------------------------------      
                                     Fund                      Lipper          
                 Year Ended          Total       S&P 500       MID CAP 
                 December 31,       Return        Index        Index           
                                    10,000        10,000       10,000          
                    1988            12,369        11,661       11,476          
                    1989            15,070        15,356       14,586          
                    1990            13,186        14,877       14,067          
                    1991            20,240        19,412       21,275          
                    1992            23,264        20,891       23,213          
                    1993            27,750        22,992       26,625          
                    1994            27,967        23,294       26,079          
                    1995            36,080        32,037       34,469          
                    1996            43,697        39,388       40,646          

                                                   
Note:  Past performance is not predictive of future performance.        

Important Notes of the Growth-Oriented Accounts:

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

Lipper Growth Fund Average: This average consists of funds which normally invest
in companies whose long-term earnings are expected to grow significantly  faster
than the  earnings  of the  stocks  represented  in the  major  unmanaged  stock
indices. The one-year average at December 31, 1996 contained 669 funds.

Lipper  Flexible  Portfolio Fund Average:  This average  consists of funds which
allocate their  investments  across various asset  classes,  including  domestic
common stocks, bonds and money market instruments, with a focus on total return.
The one-year average at December 31, 1996 contained 186 funds.

Lipper  Balanced  Fund  Average:  this  average  consists of mutual  funds which
attempt to conserve  principal by maintaining at all times a balanced  portfolio
of both stocks and bonds. Typically, the stock/bond ratio ranges around 60%/40%.
The one year average at December 31, 1996 contained 272 mutual funds.

Lipper  Growth & Income  Fund  Average:  this  average  consists  of funds which
combine a growth of earnings  orientation  and an income  requirement  for level
and/or rising dividends. The one year average at December 31, 1996 contained 522
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 at December 31, 1996 contained 154
funds.

Morgan  Stanley  Capital  International  EAFE  (Europe,  Australia and Far East)
Index:  This average  reflects an arithmetic,  market value weighted  average of
performance of 1,920 listed  securities  which are listed on the stock exchanges
of the following countries:  Australia,  Austria, Belgium, Denmark, Netherlands,
New Zealand, Norway,  Singapore/Malaysia,  Spain, Sweden,  Switzerland,  and the
United Kingdom.

Lipper  International Fund Average:  This average consists of funds which invest
in securities  primarily  traded in markets  outside of the United  States.  The
one-year average at December 31, 1996 contained 331 funds.

Income-Oriented  Accounts:

Bond Account
   (Scott A. Bennett)

     The Bond Account's  performance in 1996 lagged when compared to 1995.  1995
was a banner year,  mainly because of  dramatically  declining  interest  rates.
During 1996 interest rates increased  throughout most of the year based on fears
of increasing  inflation.  This hurt the Account's  relative  performance as the
duration  target of 7 years  (actual  duration  at  12/31/96  was 6.98 years) is
longer than the average BBB rated bond fund and the BAA Lehman  Corporate Index.
Relative  performance was also negatively  impacted by the lack of a significant
amount of less than  investment  grade bonds in the portfolio.  High yield (less
than investment  grade) debt performed  extremely well during 1996, with many of
the top performing funds in the Lipper BAA universe having significant exposures
to this asset class.

     Over the  long-term,  the Account  continues to outperform  the average BBB
fund.  This is  attributed to remaining  fully  invested and not trying to guess
interest rates. The BBB corporate bond class continued to be an attractive asset
class in 1996, outperforming all other taxable investment grade classes. Spreads
continued  to narrow  during the year with  defaults  low and a large  amount of
funds chasing the available bonds.


                    Total Returns *                               
               As of December 31, 1996                            
- --------------------------------------------------------------
1 Year              5 Year     Since Inception Date 12/18/87      
  2.36%             8.20%                 9.55%                   


    Comparison of Change in Value of $10,000 Investment in the Bond Account,
  Lehman Brothers BAA Corporate Index and Lipper Corporate Debt BBB Rated Fund
                                     Average
 -----------------------------------------------------------------------------
                       Fund              Lehman           Lipper
     Year Ended       Total                BAA              BBB
     December 31,    Return              Index              Avg
                      10,000            10,000            10,000
      1988            10,991            11,129            10,900
      1989            12,514            12,699            12,060
      1990            13,167            13,595            12,751
      1991            15,369            16,113            15,020
      1992            16,810            17,512            16,258
      1993            18,771            19,665            18,261
      1994            18,227            18,707            17,447
      1995            22,268            22,959            20,948
      1996            22,794            23,882            21,616

                                                   
Note:  Past performance is not predictive of future performance.    

Government Securities Account
  (Martin J. Schafer)

     Interest rates rose in 1996, which dampened  absolute fixed income returns.
The Account  underperformed the Lipper U.S. Mortgage Fund Average and the Lehman
MBS  Index in 1996 due to its  slightly  longer  duration.  However,  since  the
Account's  inception of 4/9/87 it has outperformed the Lipper U.S. Mortgage Fund
Average and is competitive with the Lehman MBS Index.

     Results were  enhanced  last year through  identification  and selection of
certain undervalued  sectors of mortgage-backed  securities for a portion of the
portfolio.  These  securities  have now become very popular with Wall Street and
other investors, resulting in their increasing in value.

     The current  portfolio is well  positioned  for the period ahead.  It has a
number of securities that are "seasoned" (e.g., original 30 year loans that have
been  outstanding  for three years or more) and therefore  valued more highly in
the marketplace.  There are few securities  priced above par, so prepayment risk
is negligible.  If the future  continues to be an era of economic  prosperity we
should  continue to see strong  housing  markets and housing  turnover that will
cause  prepayments  on our  securities  to  exceed  market  expectations.  These
repayments  are  welcomed,  as the  portfolio  is priced at a  discount  and the
Account will be paid-off at par.


                    Total Returns *
                As of December 31, 1996
- --------------------------------------------------
1 Year     5 Year     Since Inception Date 4/9/87                               
 3.35%     6.68%                8.63%                          
                                

Comparison of Change in Value of $10,000 Investment in the Government Securities
  Account, Lehman Brothers Mortgage Index and Lipper U.S. Mortgage Fund Average
- --------------------------------------------------------------------------------
                               Fund        Lehman        Lipper  
          Year Ended          Total       Mortgage    U.S. Mortgage   
          December 31,        Return       Index          Index   
                              10,000      10,000        10,000  
               1987           10,099      10,204        10,104  
               1988           10,939      11,094        10,858  
               1989           12,645      12,808        12,224  
               1990           13,852      14,183        13,370  
               1991           16,200      16,410        15,348  
               1992           17,308      17,551        16,285  
               1993           19,051      18,751        17,499  
               1994           18,188      18,450        16,769  
               1995           21,656      21,549        19,491  
               1996           22,381      22,702        20,245  


Note:  Past performance is not predictive of future performance.   

Important Notes of the Income-Oriented Accounts:

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

Lipper  Corporate Debt BBB Rated Funds Average:  this average consists of mutual
funds  investing at least 65% of their assets in corporate and  government  debt
issues rated by S&P or Moody's in the top four  grades.  The one year average at
December 31, 1996 contained 102 mutual funds.

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

Lipper U.S.  Mortgage Fund Average:  this average  consists of mutual funds
investing  at least  65% of  their  assets  in  mortgages/securities  issued  or
guaranteed  as to  principal  and  interest by the U.S.  Government  and certain
federal agencies.  The one year average at December 31, 1996 contained 59 mutual
funds.

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

DETERMINATION OF NET ASSET VALUE OF ACCOUNT SHARES

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

Growth-Oriented and Income-Oriented Accounts

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

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

Money Market Account

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

PERFORMANCE CALCULATION

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

Average Annual Total Return

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

Yield and Effective Yield

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

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

INCOME DIVIDENDS, DISTRIBUTIONS AND TAX STATUS

     It is the  policy  of each  Account  to  distribute  substantially  all net
investment  income and net realized gains.  Through such  distributions,  and by
satisfying certain other  requirements,  the 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
the Fund so qualifies it will be exempt from federal income tax upon the amounts
so distributed to investors.

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

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

Money Market Account

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

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

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

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

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

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

ELIGIBLE PURCHASERS AND PURCHASE OF SHARES

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

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

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

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

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

SHAREHOLDER RIGHTS

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

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

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

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

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

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

REDEMPTION OF SHARES

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

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

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

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

ADDITIONAL INFORMATION

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

     Organization and Share Ownership:  Effective  January 1, 1998, an Agreement
and Plan of Reorganization  and Liquidation was implemented under which a Series
of  the  Principal   Variable  Contracts  Fund,  Inc.  adopted  the  assets  and
liabilities of the corresponding  Fund. The Funds were incorporated in the state
of Maryland on the following dates: Balanced Fund - November 26, 1986; Bond Fund
- -  November  26,  1986;  Capital  Accumulation  Fund - May 26,  1989  (effective
November 1, 1989  succeeded to the business of a predecessor  Fund that had been
incorporated  in Delaware on February 6, 1969);  Emerging Growth Fund - February
20, 1987;  Government  Securities Fund - June 7, 1985;  Growth Fund - August 20,
1993; Money Market Fund - June 10, 1982; and World Fund - August 20, 1993.
Principal  Mutual Life  Insurance  Company owns 100% of each Fund's  outstanding
shares.

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

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

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

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


                       This page left blank intentionally.



     The Principal Variable Contracts Fund, Inc. described in this prospectus is
a diversified,  open-end management investment company which offers a variety of
Accounts  each of  which  was  formerly  a  separately  incorporated  investment
company.  Together  the  Accounts  provide  the  following  range of  investment
objectives:


Capital Value Account  (formerly known as Principal Capital  Accumulation  Fund,
Inc.) seeks to achieve primarily long-term capital  appreciation and secondarily
growth of investment income through the purchase primarily of common stocks, but
the Account may invest in other securities.


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


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

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


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


   
     Additional  information  about the Fund has been filed with the  Securities
and Exchange  Commission,  including  documents called  Statements of Additional
Information, dated December 31, 1997. The Statement of Additional Information is
incorporated  by  reference  into this  Prospectus.  A copy of the  Statement of
Additional Information can be obtained free of charge by writing or telephoning:
    

                     Principal Variable Contracts Fund, Inc.
                                   a Member of
                          The Principal Financial Group
                              Des Moines, IA 50392
                            Telephone 1-800-247-4123

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

   
                The date of this Prospectus is December 31, 1997.
    

                                TABLE OF CONTENTS

                                                                            Page

   
     Summary  ........................................................        2
     Financial Highlights.............................................        4
     Investment Objectives, Policies and Restrictions.................        6
     Certain Investment Policies and Restrictions.....................        9
     Manager .........................................................       10
     Duties Performed by the Manager..................................       10
     Managers' Comments...............................................       11
     Determination of Net Asset Value of Account Shares...............       12
     Performance Calculation..........................................       13
     Income Dividends, Distributions and Tax Status...................       13
     Eligible Purchasers and Purchase of Shares.......................       14
     Shareholder Rights ..............................................       15
     Redemption of Shares.............................................       16
     Additional Information............................... ...........       16
    

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

SUMMARY

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

     The  Principal  Variable  Contracts  Fund,  Inc.  ("Fund")  is an  open-end
diversified management investment company offering multiple Accounts.

Who may purchase shares of the Accounts?

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

What do the Accounts offer investors?

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

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

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

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

What are the Accounts' investment objectives?

     The investment  objective of the Capital Value Account is long-term capital
appreciation  and its  secondary  investment  objective is growth of  investment
income.  The Account  seeks to achieve  its  investment  objectives  through the
purchase  primarily  of  common  stocks  but the  Account  may  invest  in other
securities.

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

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

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

Who serves as Manager for the Accounts?

   
     Principal  Management  Corporation  (formerly  known as Princor  Management
Corporation)("Manager"),  a  corporation  organized in 1969 by Principal  Mutual
Life  Insurance  Company,  is the Manager for the Fund.  It is also the dividend
disbursing and transfer agent for the Fund. See "Manager."
    

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

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

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

                                                                       Total
                                     Management         Other        Operating
                Account                  Fee          Expenses        Expenses


    Capital Value Account                .48%             .01%            .49%
    Government Securities Account        .50%             .02%            .52%
    Money Market Account                 .50%             .06%            .56%



                                                                EXAMPLE

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

            Account                         1         3         5          10

    Capital Value Account                 $5        $16        $27        $62
    Government Securities Account         $5        $17        $29        $65
    Money Market Account                  $6        $18        $31        $70

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

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

FINANCIAL HIGHLIGHTS

   
     The following  financial  highlights are derived from financial  statements
which,  for the five years in the period  ended  December  31,  1996,  have been
audited  by  Ernst & Young  LLP,  independent  auditors  whose  report  has been
incorporated by reference  herein.  The financial  highlights  should be read in
conjunction  with the financial  statements,  related notes, and other financial
information  incorporated by reference herein.  The financial  statements may be
obtained by investors, without charge, by telephoning 1-800-451-5447.
<TABLE>
<CAPTION>
                                                             Income from
                                                         Investment Operations                       Less Distributions            
    


                                                               Net Realized                                      Excess             
                                                                   and                               Distri-     Distri-            
                                        Net Asset              Unrealized     Total      Dividends   butions     butions            
                                        Value at      Net         Gain        from       from Net     from        from        Total 
                                        Beginning  Investment   (Loss) on   Investment  Investment  Capital      Capitl      Distri-
                                        of Period   Income     Investments  Operations    Income     Gains      Gains(a)     butions
<S>                                      <C>         <C>        <C>          <C>        <C>         <C>          <C>        <C>

   
Capital Value Account(b)
Six Months Ended June 30, 1997(c)        $29.84      $.32       $ 3.81       $4.13        --        $(1.07)        --       $(1.07) 
Year Ended December 31,
       1996                               27.80       .57         5.82        6.39      $(.58)       (3.77)        --        (4.35) 
       1995                               23.44       .60         6.69        7.29       (.60)       (2.33)        --        (2.93) 
       1994                               24.61       .62         (.49)        .13       (.61)        (.69)        --        (1.30) 
       1993                               25.19       .61         1.32        1.93       (.60)       (1.91)        --        (2.51) 
Six Months Ended December 31, 1992(d)     26.03       .31         1.84        2.15       (.64)       (2.35)        --        (2.99) 
Year Ended June 30,
       1992                               23.35       .65         2.70        3.35       (.67)         --          --         (.67) 
       1991                               22.48       .74         1.22        1.96       (.79)        (.30)        --        (1.09) 
       1990                               23.63       .79          .14         .93       (.81)       (1.27)        --        (2.08) 
       1989                               23.23       .77         1.32        2.09       (.68)       (1.01)        --        (1.69) 
       1988                               27.51       .60        (1.50)       (.90)      (.69)       (2.69)        --        (3.38) 
       1987                               25.48       .40         4.46        4.86       (.50)       (2.33)        --        (2.83) 

Government Securities Account(b)
Six Months Ended June 30, 1997(c)         10.31       .33          .01         .34       (.01)         --          --         (.01) 
Year Ended December 31,
       1996                               10.55       .59         (.24)        .35       (.59)         --          --         (.59) 
       1995                                9.38       .60         1.18        1.78       (.61)         --          --         (.61) 
       1994                               10.61       .76        (1.24)       (.48)      (.75)         --          --         (.75) 
       1993                               10.28       .71          .33        1.04       (.71)         --          --         (.71) 
Six Months Ended December 31, 1992(d)     10.93       .40          .04         .44       (.78)         --        $(.31)      (1.09) 
Year Ended June 30,
       1992                               10.24       .80          .71        1.51       (.81)         --         (.01)       (.82) 
       1991                               10.05       .80          .24        1.04       (.81)         --         (.04)       (.85) 
       1990                               10.05       .78          --          .78       (.78)         --          --         (.78) 
       1989                                9.37       .80          .34        1.14       (.46)         --          --         (.46) 
       1988                                9.47       .78         (.09)        .69       (.79)         --          --         (.79) 
Period Ended June 30, 1987(g)             10.00       .18         (.59)       (.41)      (.12)         --          --         (.12) 

Money Market Account(b)
Six Months Ended June 30, 1997(c)          1.000      .025         --          .025      (.025)        --          --         (.025)
Year Ended December 31,
       1996                                1.000      .049         --          .049      (.049)        --          --         (.049)
       1995                                1.000      .054         --          .054      (.054)        --          --         (.054)
       1994                                1.000      .037         --          .037      (.037)        --          --         (.037)
       1993                                1.000      .027         --          .027      (.027)        --          --         (.027)
Six Months Ended December 31, 1992(d)      1.000      .016         --          .016      (.016)        --          --         (.016)
Year Ended June 30,
       1992                                1.000      .046         --          .046      (.046)        --          --         (.046)
       1991                                1.000      .070         --          .070      (.070)        --          --         (.070)
       1990                                1.000      .077         --          .077      (.077)        --          --         (.077)
       1989                                1.000      .083         --          .083      (.083)        --          --         (.083)
       1988                                1.000      .064         --          .064      (.064)        --          --         (.064)
       1987                                1.000      .057         --          .057      (.057)        --          --         (.057)
    
</TABLE>
<TABLE>
<CAPTION>
                                                                                     Ratios/Supplemental Data


                                                                                              Ratio of Net
                                             Net Asset                             Ratio of    Investment
                                             Value at              Net Assets at  Expenses to   Income to   Portfolio   Average
                                              End of       Total   End of Period    Average     Average     Turnover   Commission
                                              Period      Return  (in thousands)  Net Assets   Net Assets     Rate       Rate

<S>                                           <C>         <C>        <C>            <C>         <C>         <C>        <C>
   
Capital Value Account(b)
Six Months Ended June 30, 1997(c)             $32.90      14.28%(e)  $249,077        .48%(f)    2.22%(f)    29.0%(f)   $.0427
Year Ended December 31,
       1996                                    29.84      23.50%      205,019        .49%       2.06%       48.5%       .0426
       1995                                    27.80      31.91%      135,640        .51%       2.25%       49.2%        N/A
       1994                                    23.44        .49%      120,572        .51%       2.36%       44.5%        N/A
       1993                                    24.61       7.79%      128,515        .51%       2.49%       25.8%        N/A
Six Months Ended December 31, 1992(d)          25.19       8.81%(e)   105,355        .55%(f)    2.56%(f)    39.7%(f)     N/A
Year Ended June 30,
       1992                                    26.03      14.53%       94,596        .54%       2.65%       34.8%        N/A
       1991                                    23.35       9.46%       76,537        .53%       3.53%       14.0%        N/A
       1990                                    22.48       3.94%       74,008        .56%       3.56%       30.2%        N/A
       1989                                    23.63      10.02%       68,132        .57%       3.53%       23.5%        N/A
       1988                                    23.23      (2.67)%      62,696        .60%       2.76%       26.7%        N/A
       1987                                    27.51      22.17%       57,478        .63%       1.99%       16.1%        N/A

Government Securities Account(b)
Six Months Ended June 30, 1997(c)              10.64       3.26%(e)    84,656        .53%(f)    6.48%(f)    11.0%(f)     N/A
Year Ended December 31,
       1996                                    10.31       3.35%       85,100        .52%       6.46%        8.4%        N/A
       1995                                    10.55      19.07%       50,079        .55%       6.73%        9.8%        N/A
       1994                                     9.38      (4.53)%      36,121        .56%       7.05%       23.2%        N/A
       1993                                    10.61      10.07%       36,659        .55%       7.07%       20.4%        N/A
Six Months Ended December 31, 1992(d)          10.28       4.10%(e)    31,760        .59%(f)    7.35%(f)    34.5%(f)     N/A
Year Ended June 30,
       1992                                    10.93      15.34%       33,022        .58%       7.84%       38.9%        N/A
       1991                                    10.24      10.94%       26,021        .59%       8.31%        4.2%        N/A
       1990                                    10.05       8.16%       21,488        .61%       8.48%       18.7%        N/A
       1989                                    10.05      12.61%       15,890        .63%       8.68%        3.7%        N/A
       1988                                     9.37       7.69%       12,902        .66%       8.47%        2.7%        N/A
Period Ended June 30, 1987(g)                   9.47       (.94)%(e)   10,778        .64%(f)    8.50%(f)     0.2%(f)     N/A

Money Market Account(b)
Six Months Ended June 30, 1997(c)               1.000      2.50%(e)    43,688        .55%(f)    5.06%(f)     N/A         N/A
Year Ended December 31,
       1996                                     1.000      5.07%       46,244        .56%       5.00%        N/A         N/A
       1995                                     1.000      5.59%       32,670        .58%       5.32%        N/A         N/A
       1994                                     1.000      3.76%       29,372        .60%       3.81%        N/A         N/A
       1993                                     1.000      2.69%       22,753        .60%       2.64%        N/A         N/A
Six Months Ended December 31, 1992(d)           1.000      1.54%(e)    27,680        .59%(f)    3.10%(f)     N/A         N/A
Year Ended June 30,
       1992                                     1.000      4.64%       25,194        .57%       4.54%        N/A         N/A
       1991                                     1.000      7.20%       26,509        .56%       6.94%        N/A         N/A
       1990                                     1.000      8.37%       26,588        .57%       8.05%        N/A         N/A
       1989                                     1.000      8.59%       20,707        .61%       8.40%        N/A         N/A
       1988                                     1.000      6.61%       14,571        .64%       6.39%        N/A         N/A
       1987                                     1.000      5.78%       11,902        .65%       5.68%        N/A         N/A
</TABLE>
    

Notes to financial highlights

   
(a) Due  to  the  timing  of  dividend  distributions  and  the  differences  in
    accounting for income and realized  gains  (losses) for financial  statement
    and  federal  income tax  purposes,  the fiscal  year in which  amounts  are
    distributed  may differ from the year in which the income and realized gains
    (losses) are  recorded for  financial  statement  purposes by the fund.  The
    differences  between the income and gains  distributed  on a book versus tax
    basis are shown in the Financial Highlights as excess distributions from net
    investment income and from capital gains.

(b) Effective January 1, 1998, the following Fund names were changed:
    Principal Capital Accumulation Fund, Inc. became Capital Value Account
    Principal Government Securities Fund, Inc. became Government Securities
    Account
    Principal Money Market Fund, Inc. became Money Market Account

(c) Unaudited.

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

(e) Total return amounts have not been annualized.

(f) Computed on an annualized basis.

(g) Period from April 9, 1987, date shares first offered to the public,  through
    June 30, 1987. Net  investment  income,  aggregating  $.01 per share for the
    period  from the initial  purchase  of shares on October  31,  1987  through
    December  17,  1987 was  recognized,  all of which  was  distributed  to the
    Account's sole stockholder,  Principal Mutual Life Insurance  Company.  This
    represented  activity of the Account prior to the initial offering of shares
    to eligible purchasers.
    


Investment Objectives, Policies and Restrictions

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

Capital Value Account

     The objective of Capital Value Account is long-term capital appreciation. A
secondary objective is growth of investment income.

   
     The Account will invest primarily in common stocks, but may invest in other
securities.  In making selections for the Account's  investment  portfolio,  the
Account will use an approach  described broadly as that of fundamental  analysis
which is discussed in the  Statement of Additional  Information.  To achieve the
investment  objective,  Invista  will  invest in  securities  that have  "value"
characteristics.  This process is known as "value investing." Value investing is
purchasing  securities of companies with above average dividend yields and below
average price to earnings  (P/E) ratios.  Securities  chosen for  investment may
include those of companies which Invista  believes can reasonably be expected to
share in the growth of the nation's economy over the long term.
    

Government Securities Account

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

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

     Cash equivalents in which the Account invests include corporate  commercial
paper rated A-1+, A-1 or A-2 by S&P or P-1 or P-2 by Moody's, unrated commercial
paper issued by corporations  with outstanding debt securities rated in the four
highest grades by S&P and Moody's and bank  certificates of deposit and bankers'
acceptances  issued or  guaranteed  by national  or state  banks and  repurchase
agreements considered by the Account to have investment quality.

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

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

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

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

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

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

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

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

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

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

Money Market Account

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

CERTAIN INVESTMENT POLICIES AND RESTRICTIONS

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

Diversification

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

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

Foreign Securities

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

Investment Hedges

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

Other Investment Practices

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

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

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

     The Capital  Value  Account  from time to time  executes  transactions  for
portfolio securities with, and pays related brokerage  commissions to, Principal
Financial Securities,  Inc., a broker-dealer that is an affiliate of the Manager
for the Fund.

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

MANAGER AND SUB-ADVISOR

     The  Manager for the Fund is  Principal  Management  Corporation  (formerly
known as Princor Management Corporation) (the "Manager"), which is an indirectly
wholly-owned  subsidiary of Principal  Mutual Life Insurance  Company,  a mutual
life  insurance  company  organized in 1879 under the laws of the State of Iowa.
The address of the Manager is The Principal  Financial Group,  Des Moines,  Iowa
50392.  The Manager was  organized on January 10, 1969,  and since that time has
managed  various  mutual  funds  sponsored by  Principal  Mutual Life  Insurance
Company.  As of December 31, 1996, the Manager served as investment  advisor for
26 such funds with assets totaling approximately $4.0 billion.

     The Manager has executed an agreement with Invista Capital Management, Inc.
("Invista")  under  which  Invista has agreed to assume the  obligations  of the
Manager  to provide  investment  advisory  services  for the  Capital  Value and
Government Securities Accounts.  The Manager will reimburse Invista for the cost
of providing these services.  Invista, an indirectly  wholly-owned subsidiary of
Principal  Mutual Life  Insurance  company and an affiliate of the Manager,  was
founded in 1985 and manages investments for institutional  investors,  including
Principal  Mutual  Life.  Assets  under  management  at  December  31, 1996 were
approximately  $19.6 billion.  Invista's  address is 1800 Hub Tower, 699 Walnut,
Des Moines, Iowa 50309.

      The Manager has assigned  certain  individuals the primary  responsibility
for the day-to-day management of each Account's portfolio. The persons primarily
responsible for the day-to-day  management of each Account are identified in the
table below:
<TABLE>
<CAPTION>
                                  Primarily
        Account               Responsible Since                                 Person Primarily Responsible
<S>                          <C>                             <C>

Capital Value                November, 1969                  David L. White,  CFA (BBA  degree, University of Iowa).  Executive Vice
                               (Account's inception)         President, Invista Capital Management, Inc.; Co-Manager since November,
                                                             1996:  Catherine A. Green, CFA, (MBA  degree, Drake University). Vice
                                                             President,  Invista Capital Management, Inc.

Government Securities        April, 1987                     Martin J. Schafer (BBA degree, University of Iowa). Vice President,
                               (Account's inception)         Invista Capital Management, Inc.
</TABLE>

DUTIES PERFORMED BY THE MANAGER AND SUB-ADVISOR

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

     The investment  services and certain other  services  referred to under the
heading "Cost of Manager's Services" in the Statements of Additional Information
are furnished to the Accounts under the terms of a Management  Agreement between
the Fund and the Manager.  The  compensation  paid by the Government  Securities
Account and Money Market  Account to the Manager for the year ended December 31,
1996 was equal to .50% of their respective  average net assets. The compensation
paid by the  Capital  Value  Account to the  Manager  for the fiscal  year ended
December 31, 1996 was equal to .48% of the Account's  average net assets.  Total
expenses for the Accounts for the year ended December 31, 1996 were equal to the
following  percentage  of average  net  assets:  Capital  Value  Account,  .49%;
Government Securities Account, .52%; and Money Market Account, .56%.

   
     The Manager or Invista may  purchase at their own expense  statistical  and
other information or services from outside sources,  including  Principal Mutual
Life Insurance  Company.  An Investment  Service Agreement between the Fund, the
Manager and Principal  Mutual Life  Insurance  Company  provides that  Principal
Mutual Life  Insurance  Company will  furnish  certain  personnel,  services and
facilities  required by the Manager in connection  with its  performance  of the
Management Agreement,  and that the Manager will reimburse Principal Mutual Life
Insurance Company for its costs incurred in this regard.
    

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

MANAGERS' COMMENTS

     Principal Management  Corporation is staffed with investment  professionals
who  manage  each  individual  Account.  Comments  by these  individuals  in the
following  paragraphs summarize in capsule form the general strategy and results
of each Account  through 1996. The  accompanying  charts display results for the
past 10 years or the life of the Account,  whichever is shorter.  Average Annual
Total Return  figures  provided for each Account in the graphs below reflect all
expenses of the Account and assume all distributions are reinvested at net asset
value.  The  figures do not  reflect  expenses of the  variable  life  insurance
contracts  or  variable   annuity   contracts  that  purchase   Account  shares;
performance  figures  for the  divisions  of the  contracts  would be lower than
performance  figures for the Accounts due to the additional  contract  expenses.
Past performance is not predictive of future performance.  Returns and net asset
values fluctuate. Shares are redeemable at current net asset value, which may be
more or less than original cost.

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

CAPITAL VALUE ACCOUNT
  David L. White and Catherine A. Green

     The  strategy  with this  portfolio  is to hold common  stocks of companies
based on a  valuation  that is  attractive  when  compared  to the  market.  The
analytical staff looks at companies' current valuations  compared to the market,
then at historical information to compare valuations to historical averages. The
focus is on the  fundamentals  of an industry and the company to  determine  the
current  and  future  outlook  as these  potential  investments.  From there the
portfolio is constructed to provide a diversified set of investments.

     The  Account  outperformed  the S&P 500 Index and Lipper  Growth and Income
Fund Average for 1996.  The strength of the market was in much fewer stocks than
in the past. The volatility between industries was much greater than the overall
results. The Account benefited from several areas of exposure.  Banks and health
care were the  strongest  areas for the Account  during the year.  The focus has
been away from the more  cyclical  areas of the economy which also helped during
the year. As the economic cycle  progresses,  the market places more emphasis on
companies  with  consistent  earnings  growth,  and we have tended to overweight
these  areas of the  market.  As the  market  performance  continues  to narrow,
however,  it  becomes  increasingly  difficult  to select the  correct  areas of
overperformance.


                   Total Returns *
               As of December 31, 1996
         ----------------------------------------
         1 Year          5 Year           10 Year
         23.50%          14.08%            13.08%


           Comparison of Change in Value of $10,000 Investment in the
    Capital Value Account, S&P 500 and Lipper Growth and Income Fund Average
  ----------------------------------------------------------------------------


                    Fund                 S&P 500                 Lipper
   Year Ended       Total                 Stock              Growth & Income
  December 31,      Return                Index                Fund Average
                    10,000               10,000                  10,000
     1987           10,647               10,526                  10,184
     1988           12,183               12,274                  11,814
     1989           14,155               16,163                  14,596
     1990           12,759               15,659                  13,946
     1991           17,693               20,433                  18,002
     1992           19,377               21,990                  19,618
     1993           20,888               24,201                  21,884
     1994           20,990               24,519                  21,678
     1995           27,688               33,722                  28,360
     1996           34,193               41,460                  34,253
                                                    
Note: Past performance is not predictive of future performance.

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

     Lipper  Growth and Income Fund  Average:  this  average  consists of mutual
     funds  which  combine  a  growth  of  earnings  orientation  and an  income
     requirement  for level  and/or  rising  dividends.  The one year average at
     December 31, 1996 contained 522 mutual funds.

GOVERNMENT SECURITIES ACCOUNT
  Martin J. Schafer

     Interest rates rose in 1996, which dampened  absolute fixed income returns.
The Account  underperformed the Lipper U.S. Mortgage Fund Average and the Lehman
MBS  Index in 1996 due to its  slightly  longer  duration.  However,  since  the
Account's  inception of 4/9/87 it has outperformed the Lipper U.S. Mortgage Fund
Average and is competitive with the Lehman MBS Index.

     Results were  enhanced  last year through  identification  and selection of
certain undervalued  sectors of mortgage-backed  securities for a portion of the
portfolio.  These  securities  have now become very popular with Wall Street and
other investors, resulting in their increasing in value.

     The current  portfolio is well  positioned  for the period ahead.  It has a
number of securities that are "seasoned" (e.g., original 30 year loans that have
been  outstanding  for three years or more) and therefore  valued more highly in
the marketplace.  There are few securities  priced above par, so prepayment risk
is negligible.  If the future  continues to be an era of economic  prosperity we
should  continue to see strong  housing  markets and housing  turnover that will
cause  prepayments  on our  securities  to  exceed  market  expectations.  These
repayments  are  welcomed,  as the  portfolio  is priced at a  discount  and the
Account will be paid-off at par.

                    Total Returns *
                As of December 31, 1996
- --------------------------------------------------
1 Year     5 Year     Since Inception Date 4/9/87                               
 3.35%     6.68%                8.63%                          
                                

Comparison of Change in Value of $10,000 Investment in the Government Securities
  Account, Lehman Brothers Mortgage Index and Lipper U.S. Mortgage Fund Average
- --------------------------------------------------------------------------------


                               Fund        Lehman        Lipper  
          Year Ended          Total       Mortgage    U.S. Mortgage   
          December 31,        Return       Index          Index   
                              10,000      10,000        10,000  
               1987           10,099      10,204        10,104  
               1988           10,939      11,094        10,858  
               1989           12,645      12,808        12,224  
               1990           13,852      14,183        13,370  
               1991           16,200      16,410        15,348  
               1992           17,308      17,551        16,285  
               1993           19,051      18,751        17,499  
               1994           18,188      18,450        16,769  
               1995           21,656      21,549        19,491  
               1996           22,381      22,702        20,245  

Note:  Past performance is not predictive of future performance.   

Important Notes:

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

     Lipper U.S.  Mortgage Fund Average:  this average  consists of mutual funds
investing  at  least  65% of  their  assets  in  mortgage/securities  issued  or
guaranteed  as to  principal  and  interest by the U.S.  Government  and certain
federal agencies.  The one year average at December 31, 1996 contained 59 mutual
funds.


DETERMINATION OF NET ASSET VALUE OF ACCOUNT SHARES

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

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

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

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

PERFORMANCE CALCULATION

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

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

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

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

INCOME DIVIDENDS, DISTRIBUTIONS AND TAX STATUS

     It is the  policy  of each  Account  to  distribute  substantially  all net
investment  income and net realized gains.  Through such  distributions,  and by
satisfying certain other  requirements,  the 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
the Fund so qualifies it will be exempt from federal income tax upon the amounts
so distributed to investors.

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

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

Money Market Account

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

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

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

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

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

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

ELIGIBLE PURCHASERS AND PURCHASE OF SHARES

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

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

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

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

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

SHAREHOLDER RIGHTS

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

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

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

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

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

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

REDEMPTION OF SHARES

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

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

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

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

ADDITIONAL INFORMATION

     Organization:   Effective  January  1,  1998,  an  Agreement  and  Plan  of
Reorganization  and  Liquidation  was  implemented  under  which a Series of the
Principal  Variable  Contracts Fund, Inc.  adopted the assets and liabilities of
the corresponding  Fund. The Funds were incorporated in the state of Maryland on
the  following  dates:  Capital  Accumulation  Fund - May  26,  1989  (effective
November 1, 1989  succeeded to the business of a predecessor  Fund that had been
incorporated in Delaware on February 6, 1969); Government Securities Fund - June
7, 1985; and Money Market Fund - June 10, 1986.

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

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

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

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

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

           

                                     PART B


                     PRINCIPAL VARIABLE CONTRACTS FUND, INC.



                       Statement of Additional Information

   
                             dated December 31, 1997

       This Statement of Additional  Information  provides information about the
Fund in addition to the information that is contained in the Fund's  Prospectus,
dated December 31, 1997.
    

       This Statement of Additional  Information is not a prospectus.  It should
be read in  conjunction  with the  Fund's  Prospectus,  a copy of  which  can be
obtained free of charge by writing or telephoning:

                     Principal Variable Contracts Fund, Inc.
                          The Principal Financial Group
                           Des Moines, Iowa 50392-0200
                            Telephone: 1-800-247-4123



                                TABLE OF CONTENTS

Investment Policies and Restrictions of the Fund......................     3
       Growth-Oriented Accounts.......................................     3
       Income-Oriented Accounts.......................................     8
       Money Market Account...........................................    11
Account Investments...................................................    13
Directors and Officers of the Fund....................................    24
Manager and Sub-Advisors .............................................    26
Cost of Manager's Services ...........................................    27
Brokerage on Purchases and Sales of Securities........................    29
Determination of Net Asset Value of Account Shares....................    31
Performance Calculation...............................................    33
Tax Status............................................................    35
General Information and History.......................................    35
Financial Statements..................................................    36
Appendix A............................................................    37



INVESTMENT POLICIES AND RESTRICTIONS OF THE FUND

       The following  information about the Principal  Variable  Contracts Fund,
Inc. an  incorporated,  diversified,  open-end  management  investment  company,
commonly  called a mutual  fund,  supplements  the  information  provided in the
Prospectus under the caption "Investment Objectives, Policies and Restrictions."
The Fund offers multiple Accounts.

       There are three categories of Accounts:  Growth-Oriented  Accounts, which
include  five  Accounts  which  seek  primarily  capital   appreciation  through
investments in equity  securities  (Aggressive  Growth,  Capital Value,  Growth,
International  and MidCap) and two Accounts which seek a total investment return
including both capital appreciation and income through investments in equity and
debt securities (Asset Allocation and Balanced); Income-Oriented Accounts, which
include  three  Accounts  which seek  primarily  a high level of income  through
investments in debt securities (Bond,  Government Securities and High Yield) and
a Money Market  Account,  which seeks  primarily a high level of income  through
investments in short-term debt securities.

       In seeking to achieve its investment objective,  each Account 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
Account'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 Account. Similar shareholder
approval is required to change the investment objective of each of the Accounts.
The following discussion provides for each Account a statement of its investment
objective,  a description  of its  investment  restrictions  that are matters of
fundamental policy and a description of any investment  restrictions it may have
adopted that are not matters of  fundamental  policy and may be changed  without
shareholder  approval.  For  purposes  of  the  investment   restrictions,   all
percentage  and  rating  limitations  apply  at the  time  of  acquisition  of a
security,  and any subsequent change in any applicable percentage resulting from
market  fluctuations  or in a  rating  by a  rating  service  will  not  require
elimination of any security from the portfolio.  Unless specifically  identified
as a matter of  fundamental  policy,  each  investment  policy  discussed in the
Prospectus or the Statement of Additional Information is not fundamental and may
be changed by the Fund's Board of Directors.

GROWTH-ORIENTED ACCOUNTS

     Investment Objectives

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

          Asset Allocation Account (formerly known as Principal Asset Allocation
          Fund,  Inc.) seeks to generate a total  investment  return  consistent
          with the preservation of capital.

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

          Capital   Value   Account   (formerly   known  as  Principal   Capital
          Accumulation Fund, Inc.) seeks to achieve primarily  long-term capital
          appreciation and secondarily  growth of investment  income through the
          purchase  primarily  of common  stocks,  but the Account may invest in
          other securities.

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

          International  Account  (formerly known as Principal World Fund, Inc.)
          seeks  long-term  growth of capital by  investing  in a  portfolio  of
          equity securities of companies  domiciled in any of the nations of the
          world.

          MidCap  Account  (formerly  known as Principal  Emerging  Growth Fund,
          Inc.) seeks to achieve capital  appreciation by investing primarily in
          securities of emerging and other growth-oriented companies.

       Investment Restrictions

          Aggressive Growth Account, Asset Allocation Account, Balanced Account,
          Growth Account, International Account and MidCap Account

       Each of the following  numbered  restrictions  is a matter of fundamental
policy and may not be  changed  without  shareholder  approval.  The  Aggressive
Growth Account,  Asset Allocation  Account,  Balanced  Account,  Growth Account,
International Account and MidCap Account 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 Account or the 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 Account's  total assets
             at the time of the borrowing.  The Balanced Account may borrow only
             from banks.

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

        (7)  Invest more than 5% of its total  assets in the  securities  of any
             one issuer  (other than  obligations  issued or  guaranteed  by the
             United  States  Government  or its  agencies or  instrumentalities)
             except that this limitation shall apply only with respect to 75% of
             the total assets of the Aggressive Growth Account, Asset Allocation
             Account, Growth Account and International Account; 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
             Account 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 Account may invest not more than 25% of
             the value of its total assets in a single industry.

       (10)  Sell  securities  short  (except where the Account 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 Account may invest in securities
             of issuers which invest in or sponsor such programs.

       Each of these Accounts has also adopted the following  restrictions which
are not fundamental policies and may be changed without shareholder approval. It
is contrary to each Account'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, including all covered spread options and the assets used as
             cover for any options  written in the  Over-the-Counter  market are
             included as part of this 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
             Account  does not apply to  warrants  listed on the  Toronto  Stock
             Exchange or the Chicago Board Options Exchange.

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

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

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

        (6)  Invest more than 10% (25% for the Aggressive Growth Account) of its
             total assets in securities  of foreign  issuers.  This  restriction
             does  not  pertain  to  the  International  Account  or  the  Asset
             Allocation Account.

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

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

        (9) Invest in arbitrage transactions.

       (10) Invest in real estate limited partnership interests.

       The Balanced  Account and MidCap  Account have also adopted the following
restrictions  which are not  fundamental  policies  and may be  changed  without
shareholder approval. It is contrary to each such Account's present policy to:

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

       The  Aggressive  Growth,  Asset  Allocation,   Growth  and  International
Accounts have also adopted the following  restriction which is not a fundamental
policy and may be changed without shareholder  approval.  It is contrary to each
such Account's present policy to:

        (1)  Invest  its  assets in the  securities  of any  investment  company
             except  that the Account may invest not more than 10% of its assets
             in securities of other investment  companies,  invest not more than
             5% of its total  assets  in the  securities  of any one  investment
             company,  or  acquire  not more than 3% of the  outstanding  voting
             securities of any one investment  company except in connection with
             a merger, consolidation or plan of reorganization,  and the Account
             may purchase securities of closed-end  companies in the open market
             where no underwriter or dealer's commission or profit, other than a
             customary broker's commission, is involved.

       Capital Value Account

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

        (4)  Underwrite securities of other issuers, except that the Account may
             acquire portfolio  securities under circumstances where if sold the
             Account  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  Account's   aggregate
             investments  in all such  companies  to exceed 5% of the  Account'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 the 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
             Account will not issue or acquire put and call options.

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

       (11)  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).

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

In addition:

       (13)  The  Account  may  make  loans  through  the  purchase  in  private
             offerings of debentures or other evidences of indebtedness of types
             customarily purchased by institutional investors.

      (14)   The Account 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  Account's  assets,  less
             liabilities  other  than  such  borrowings,  or  (ii)  10%  of  the
             Account's  assets taken at cost at the time such borrowing is made.
             The Account may not pledge, mortgage, or hypothecate its assets (at
             value) to an extent  greater  than 15% of the gross assets taken at
             cost.

      (15)   It is contrary to the Account's present policy to purchase warrants
             in excess of 5% of its total  assets of which 2% may be invested in
             warrants  that are not  listed  on the New York or  American  Stock
             Exchange.

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

       (1)   Invest  its  assets in the  securities  of any  investment  company
             except  that the Account may invest not more than 10% of its assets
             in securities of other investment  companies,  invest not more than
             5% of its total  assets  in the  securities  of any one  investment
             company,  or  acquire  not more than 3% of the  outstanding  voting
             securities of any one investment  company except in connection with
             a merger, consolidation, or plan of reorganization, and the Account
             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.

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


INCOME-ORIENTED ACCOUNTS

       Investment Objectives

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

             Government Securities Account 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;  Account shares
             are not  guaranteed  by the  United  States  Government.  There are
             certain risks unique to GNMA Certificates.

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

       Investment Restrictions

             Bond Account and High Yield Account

             Each of the following numbered restrictions is a matter of 
       fundamental policy and may not be changed without shareholder approval.
       The Bond Account and High Yield Account 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 Account or the 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 Account's  total assets
             at the time of the  borrowing.  The  Bond  Account  and High  Yield
             Account may borrow only from banks.

        (6)  Make loans,  except that the Account 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
             Account may be deemed to be an underwriter  in connection  with the
             sale of securities held in its portfolio.

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

       (10)  Sell  securities  short  (except where the Account 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 Account may invest in securities
             of issuers which invest in or sponsor such programs.

       Each of these Accounts has also adopted the following  restrictions which
are not fundamental policies and may be changed without shareholder approval. It
is contrary to each Account'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, including all covered spread options and the assets used as
             cover for any options  written in the  Over-the-Counter  market are
             included as part of this 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 Account'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
             Account'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 Account

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

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

        (2)  Purchase any securities other than obligations issued or guaranteed
             by the U.S. Government or its agencies or instrumentalities, except
             that  the  Account  may  maintain  reasonable  amounts  in  cash or
             commercial paper or purchase  short-term debt securities not issued
             or   guaranteed   by  the  U.S.   Government  or  its  agencies  or
             instrumentalities  for daily cash  management  purposes  or pending
             selection of particular long-term investments.

        (3)  Act as an  underwriter  of  securities,  except to the  extent  the
             Account 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 the 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  Account  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 Account's  total assets
             at the time of the borrowing.

       (10)  Enter into repurchase  agreements  maturing in more than seven days
             if,  as a  result  thereof,  more  than  10%  of the  value  of the
             Account'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  Government   Securities  Account  has  also  adopted  the  following
restrictions  which are not a  fundamental  policy  and may be  changed  without
shareholder  approval.  It is contrary to the  Government  Securities  Account's
present policy to:

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

       (2)   Invest  its  assets in the  securities  of any  investment  company
             except  that the Account may invest not more than 10% of its assets
             in securities of other investment  companies,  invest not more than
             5% of its total  assets  in the  securities  of any one  investment
             company,  or  acquire  not more than 3% of the  outstanding  voting
             securities of any one investment  company except in connection with
             a merger, consolidation, or plan of reorganization, and the Account
             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.

MONEY MARKET ACCOUNT

       Investment Objective

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

       Investment Restrictions

             Money Market Account

             Each  of  the  following  numbered  restrictions  is  a  matter  of
       fundamental policy and may not be changed without  shareholder  approval.
       The Money Market Account 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 25% 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 Account (other than securities  issued or guaranteed
             by the U.S. Government, its agencies or instrumentalities).

       (4)   Invest a greater  percentage of its total assets in securities  not
             readily  marketable than is allowed by federal  securities rules or
             interpretations.

       (5)   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.

       (6)   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  Account's   aggregate
             investments  in all such companies to exceed 5% of the value of the
             Account's total assets.

       (7)   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.

       (8)   Purchase  or retain in its  portfolio  securities  of any issuer if
             those  officers and directors of the Account or the 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
             Account 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  Account is  authorized  to invest and by
             entering into repurchase agreements (see "Account Investments").

      (12)   Borrow  money,   except  from  banks  for  temporary  or  emergency
             purposes,  including the meeting of redemption requests which might
             otherwise  require the untimely  disposition of  securities,  in an
             amount  not to  exceed  the  lesser  of (1) 5% of the  value of the
             Account's  assets,  or (ii) 10% of the value of the  Account's  net
             assets  taken  at cost at the time  such  borrowing  is  made.  The
             Account will not issue senior  securities except in connection with
             such  borrowings.   The  Account  may  not  pledge,   mortgage,  or
             hypothecate  its assets (at value) to an extent greater than 10% of
             the net assets.

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

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

      The Money Market Account has also adopted the following  restriction which
is not a fundamental policy and maybe changed without shareholder  approval.  It
is contrary to the Money Market Account's present policy to:

       (1)   Invest  its  assets in the  securities  of any  investment  company
             except  that the Account may invest not more than 10% of its assets
             in securities of other investment  companies,  invest not more than
             5% of its total  assets  in the  securities  of any one  investment
             company,  or  acquire  not more than 3% of the  outstanding  voting
             securities of any one investment  company except in connection with
             a merger, consolidation, or plan of reorganization, and the Account
             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.


ACCOUNT INVESTMENTS

       The  following  information  further  supplements  the  discussion of the
Account's investment objectives and policies in the Prospectus under the caption
"INVESTMENT OBJECTIVES, POLICIES AND RESTRICTIONS."

       Selections of equity  securities for the Accounts,  except the Aggressive
Growth and Asset Allocation Accounts,  are made based upon an approach described
broadly as that of fundamental analysis.  Three basic steps are involved in this
analysis.  First is the continuing  study of basic economic factors in an effort
to conclude what the future  general  economic  climate is likely to be over the
next one to two years.  Second,  given some conviction as to the likely economic
climate,   the  Account  attempts  to  identify  the  prospects  for  the  major
industrial, commercial and financial segments of the economy, by looking at such
factors as demand for products,  capacity to produce,  operating costs,  pricing
structure,  marketing  techniques,  adequacy of raw  materials  and  components,
domestic  and foreign  competition,  and  research  productivity,  to  ascertain
prospects  for  each  industry  for the  near and  intermediate  term.  Finally,
determinations are made regarding  earnings  prospects for individual  companies
within each industry by considering the same types of factors  described  above.
These earnings  prospects are then evaluated in relation to the current price of
the securities of each company.

       Although the Accounts may pursue the investment practices described under
the captions Restricted  Securities,  Foreign Securities,  Spread  Transactions,
Options on Securities and Securities Indices,  and Futures Contracts and Options
on Futures Contracts,  Currency  Contracts,  Repurchase  Agreements,  Lending of
Portfolio Securities and When Issued and Delay of Delivery  Securities,  none of
the Accounts either committed  during the last fiscal year or currently  intends
to commit  during the present  fiscal year more than 5% of its net assets to any
of  the  practices,  with  the  following  exceptions.  Investments  in  foreign
securities by the Aggressive Growth, Asset Allocation and International Accounts
are expected to exceed 5% of each Account's net assets.

Restricted Securities

   
       Each of the following  Accounts has adopted  investment  restrictions  as
non-fundamental policies that limit its investments in restricted securities and
other  illiquid  securities  to 15%  of its  assets:  Aggressive  Growth,  Asset
Allocation, Balanced, Bond, Capital Value, Growth, High Yield, International and
MidCap Accounts.
    

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

Foreign Securities

       Each of the following  Accounts has adopted  investment  restrictions  as
non-fundamental policies that limit its investments in foreign securities to the
indicated percentage of its assets: Asset Allocation and International  Accounts
- - 100% ; Aggressive Growth - 25%; Bond, Capital Value, High Yield 20%; Balanced,
Growth and MidCap - 10%. Debt securities issued in the United States pursuant to
a registration  statement filed with the Securities and Exchange  Commission are
not considered "foreign securities" for purposes of this investment limitation.

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

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

       The Aggressive  Growth,  Asset  Allocation,  Balanced,  Bond,  Government
Securities,  Growth,  High Yield,  International  and MidCap  Accounts  may each
engage in the practices described under this heading.  None of the Accounts will
invest  more than 5% of its assets in the  purchase  of call and put  options on
individual  securities,   securities  indices  and  futures  contracts.  In  the
following discussion,  the terms "the Account," "each Account" or "the Accounts"
refer to each of these Accounts.

       Spread Transactions

     Each Account may purchase from  securities  dealers covered spread options.
Such covered spread  options are not presently  exchange  listed or traded.  The
purchase of a spread  option  gives the  Account  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 Account  does not own, but which is
used as a  benchmark.  The risk to the  Account  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
Account against adverse changes in prevailing credit quality spreads,  i.e., the
yield spread  between high quality and lower  quality  securities.  The security
covering the spread option will be  maintained  in a segregated  account by each
Account's custodian. The Accounts do not consider a security covered by a spread
option to be "pledged" as that term is used in the Accounts' policy limiting the
pledging or mortgaging of assets.

       Options on Securities and Securities Indices

       Each  Account  may write  (sell)  and  purchase  call and put  options on
securities in which it may invest and on securities  indices based on securities
in which the Account may invest.  The Accounts 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 Account plans to purchase.

             Writing Covered Call and Put Options. When an Account writes a call
option,  it gives the  purchaser  of the  option,  in return for the  premium it
receives,  the  right to buy from  the  Account  the  underlying  security  at a
specified price at any time before the option expires.  When an Account writes a
put option,  it gives the purchaser of the option,  in return for the premium it
receives,  the  right  to sell  to the  Account  the  underlying  security  at a
specified price at any time before the option expires.

       The premium received by an Account,  when it writes a put or call option,
reflects,  among other  factors,  the  current  market  price of the  underlying
security,  the  relationship of the exercise price to the market price, the time
period until the expiration of the option and interest  rates.  The premium will
generate  additional income for the Account if the option expires unexercised or
is closed out at a profit.  By writing a call, an Account 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, an Account 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 Accounts write only covered  options and will comply with  applicable
regulatory and exchange cover  requirements.  The Accounts  usually will own the
underlying  security covered by any outstanding call option that it has written.
With respect to an outstanding put option that it has written, each Account will
deposit and maintain  with its custodian  cash,  U.S.  Government  securities or
other liquid securities with a value at least equal to the exercise price of the
option.

       Once an Account has written an option,  it may terminate its  obligation,
before the option is  exercised,  by effecting a closing  transaction,  which is
accomplished  by the  Account's  purchasing  an option of the same series as the
option  previously  written.  The Accounts will have a gain or loss depending on
whether the  premium  received  when the option was written  exceeds the closing
purchase price plus related transaction costs.

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

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

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

             Options on Securities  Indices.  Each Account may purchase and sell
put and call options on any  securities  index based on  securities in which the
Account 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 Accounts would engage in transactions in put and call options
on securities indices for the same purposes as they would engage in transactions
in options on  securities.  When an Account  writes call  options on  securities
indices,  it will hold in its  portfolio  underlying  securities  which,  in the
judgment  of  the  Manager  or  the  Sub-Advisor,  correlate  closely  with  the
securities  index and which have a value at least equal to the aggregate  amount
of the securities index options.

             Risks Associated with Options Transactions. An options position may
be closed  out only on an  exchange  which  provides a  secondary  market for an
option of the same  series.  Although the Accounts  will  generally  purchase or
write only  those  options  for which  there  appears to be an active  secondary
market, there is no assurance that a liquid secondary market on an exchange will
exist for any particular option, or at any particular time. For some options, no
secondary  market on an exchange or elsewhere may exist. If an Account is unable
to effect closing sale  transactions  in options it has  purchased,  the Account
would have to exercise  its options in order to realize any profit and may incur
transaction  costs upon the purchase or sale of underlying  securities  pursuant
thereto. If an Account is unable to effect a closing purchase  transaction for a
covered  option that it has written,  it will not be able to sell the underlying
securities,  or dispose of the assets held in a  segregated  account,  until the
option  expires  or is  exercised.  An  Account's  ability to  terminate  option
positions  established in the  over-the-counter  market may be more limited than
for exchange-traded options and may also involve the risk 35 that broker-dealers
participating in such transactions might fail to meet their obligations.

       Futures Contracts and Options on Futures

       Each  Account 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,  an Account may seek
to hedge against a decline in securities  owned by the Account or an increase in
the price of securities which the Account plans to purchase.

     Futures  Contracts.  When an Account  sells a futures  contract  based on a
financial  instrument,  the Account  becomes  obligated  to deliver that kind of
instrument  at a specified  future time for a specified  price.  When an Account
purchases  that kind of contract,  it becomes  obligated to take delivery of the
instrument  at a  specified  time  and to  pay  the  specified  price.  In  most
instances,  these  contracts  are  closed  out by  entering  into an  offsetting
transaction before the settlement date, thereby canceling the obligation to make
or take  delivery of  specific  securities.The  Account  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 Account will usually liquidate futures contracts
on financial  instruments in this manner, they may instead make or take delivery
of the underlying securities whenever it appears economically advantageous to do
so.

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

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

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

       In using  futures  contracts,  the Accounts  will seek to establish  more
certainly  than would  otherwise be possible the  effective  price of or rate of
return on  portfolio  securities  or  securities  that the  Account  proposes to
acquire. An Account,  for example, may sell futures contracts in anticipation of
a rise in  interest  rates  which would cause a decline in the value of its debt
investments.  When this kind of hedging is  successful,  the  futures  contracts
should increase in value when the Account's debt securities decline in value and
thereby  keep  the  Account's  net  asset  value  from  declining  as much as it
otherwise  would.  An Account  may also sell  futures  contracts  on  securities
indices in  anticipation  of or during a stock market  decline in an endeavor to
offset a decrease in the market value of its equity investments. When an Account
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,  an  Account  may  purchase  futures
contracts on securities  indices in order to gain rapid market exposure that may
partially or entirely offset  increases in the cost of the equity  securities it
intends to purchase.

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

     Upon the exercise of a call,  the writer of the option is obligated to sell
the futures  contract (to deliver a long  position to the option  holder) at the
option  exercise  price,  which will presumably be lower than the current market
price of the contract in the futures market.  Upon exercise of a put, the writer
of the option is  obligated to purchase  the futures  contract  (deliver a short
position  to the  option  holder)  at the  option  exercise  price,  which  will
presumably  be higher  than the  current  market  price of the  contract  in the
futures market. However, as with the trading of futures, most options are closed
out prior to their expiration by the purchase or sale of an offsetting option at
a market  price that will  reflect an  increase  or a decrease  from the premium
originally paid.

       Options on futures can be used to hedge  substantially  the same risks as
might be  addressed  by the direct  purchase or sale of the  underlying  futures
contracts. For example, if an Account anticipated a rise in interest rates and a
decline in the market value of the debt  securities in its  portfolio,  it might
purchase  put  options or write call  options  on futures  contracts  instead of
selling futures contracts.

       If an Account  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 Account will not be subject to a
risk of loss on the option  transaction  beyond the price of the premium it paid
plus its transaction costs.

       When an Account writes an option on a futures contract,  the premium paid
by the purchaser is deposited with the Account's custodian, and the Account must
maintain with its custodian all or a portion of the initial  margin  requirement
on the  underlying  futures  contract.  The  Account  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
Account 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.  An
Account's  successful  use of futures  contracts is subject to the Manager's and
the Sub-Advisor's  ability to predict correctly the factors affecting the market
values of the Account's  portfolio  securities.  For example,  if an Account was
hedged  against the  possibility  of an  increase in interest  rates which would
adversely  affect  debt  securities  held by the Account and the prices of those
debt  securities  instead  increased,  the Account would lose part or all of the
benefit of the  increased  value of its  securities  which it hedged  because it
would have  offsetting  losses in its futures  positions.  Other  risks  include
imperfect  correlation  between price  movements in the financial  instrument or
securities index underlying the futures contract, on the one hand, and the price
movements of either the futures  contract  itself or the securities  held by the
Account,  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 Account will enter into a
futures  contract  or  related  option  only if  there  appears  to be a  liquid
secondary  market  therefor.  There can be no  assurance,  however,  that such a
liquid  secondary  market  will exist for any  particular  futures  contract  or
related option at any specific time. Thus, it may not be possible to close out a
futures position once it has been  established.  Under such  circumstances,  the
Account  would  continue to be required to make daily cash payments of variation
margin in the event of  adverse  price  movements.  In such  situations,  if the
Account 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 Account 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 Account's  ability
effectively to hedge its portfolio.

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

             Limitations  on the Use of Futures  and  Options on  Futures.  Each
Account  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 Accounts 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  Account'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  Accounts  will enter into  futures  contracts  and  related  options
transactions  only for bona fide  hedging  purposes as permitted by the CFTC and
for other appropriate risk management purposes,  if any, which the CFTC may deem
appropriate for mutual funds excluded from the regulations  governing  commodity
pool operators.  The Accounts are not permitted to engage in speculative futures
trading.  Each Account will determine that the price fluctuations in the futures
contracts  and options on futures used for hedging or risk  management  purposes
are  substantially  related  to price  fluctuations  in  securities  held by the
Account  or which it  expects  to  purchase.  In  pursuing  traditional  hedging
activities,  each Account will sell futures contracts or acquire puts to protect
against a decline in the price of  securities  that the Account  owns,  and each
Account will purchase futures contracts or calls on futures contracts to protect
the Account  against an increase in the price of securities the Account  intends
to purchase before it is in a position to do so.

   
       When an Account purchases a futures contract,  or purchases a call option
on a futures contract, it will place 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 Accounts will not maintain open short positions in futures contracts,
call  options  written  on  futures  contracts,  and  call  options  written  on
securities indices if, in the aggregate, the value of the open positions (marked
to market)  exceeds the current  market value of that portion of its  securities
portfolio being hedged by those futures and options plus or minus the unrealized
gain or loss on those open  positions,  adjusted for the  historical  volatility
relationship  between that portion of the portfolio and the contracts (i.e., the
Beta  volatility  factor).  To the extent an Account has written call options on
specific  securities  in that  portion  of its  portfolio,  the  value  of those
securities will be deducted from the current market value of that portion of the
securities  portfolio.  If this  limitation  should be exceeded at any time, the
Account  will take  prompt  action to close out the  appropriate  number of open
short  positions  to bring its open  futures and options  positions  within this
limitation.

Currency Contracts

       The Aggressive Growth,  Asset Allocation and International  Accounts each
may  engage  in  currency   transactions  with  securities  dealers,   financial
institutions  or other  parties that are deemed  creditworthy  by the  Account's
Sub-Advisor to hedge the value of portfolio securities denominated in particular
currencies against fluctuations in relative value. Currency transactions include
forward  currency  contracts,  exchange-listed  currency  futures  contracts and
options thereon and exchange-listed and over-the-counter  options on currencies.
A forward  currency  contract  involves a  privately  negotiated  obligation  to
purchase or sell (with  delivery  generally  required) a specific  currency at a
future date, which may be any fixed number of days from the date of the contract
agreed upon by the parties, at a price set at the time of the contract.

       The Accounts  will engage in currency  transactions  only for hedging and
other  non-speculative  purposes,  including  transaction  hedging and  position
hedging.  Transaction  hedging  is  entering  into a currency  transaction  with
respect to specific  assets or liabilities of the Account,  which will generally
arise  in  connection  with  the  purchase  or sale of the  Account's  portfolio
securities or the receipt of income from them. Position hedging is entering into
a  currency   transaction  with  respect  to  portfolio   securities   positions
denominated or generally  quoted in that  currency.  The Accounts will not enter
into a  transaction  to hedge  currency  exposure  to an extent  greater,  after
netting  all   transactions   intended  wholly  or  partially  to  offset  other
transactions,  than the aggregate market value (at the time of entering into the
transaction)  of the  securities  held by the Account  that are  denominated  or
generally quoted in or currently convertible into the currency,  other than with
respect to proxy hedging as described below.

       The Accounts may cross-hedge  currencies by entering into transactions to
purchase or sell one or more currencies that are expected to increase or decline
in value  relative to other  currencies to which the Account has or in which the
Account expects to have exposure.  To reduce the effect of currency fluctuations
on the value of existing or anticipated holdings of its securities,  the Account
may also engage in proxy hedging.  Proxy hedging is often used when the currency
to which an  Account's  holding is exposed is  difficult  to hedge  generally or
difficult to hedge  against the dollar.  Proxy hedging  entails  entering into a
forward  contract  to sell a  currency,  the  changes  in the value of which are
generally  considered  to be linked to a currency or currencies in which some or
all of an Account's securities are or are expected to be denominated, and to buy
dollars.  The amount of the  contract  would not exceed the market  value of the
Account's securities denominated in linked currencies.

       Except when an Account enters into a forward  contract in connection with
the  purchase  or sale of a security  denominated  in a foreign  currency or for
other  non-speculative  purposes,  which  requires  no  segregation,  a currency
contract  that  obligates  the  Account to buy or sell a foreign  currency  will
generally  require  the  Account  to hold an amount of that  currency  or liquid
securities denominated in that currency equal to the Account's obligations or to
segregate  liquid  high  grade  debt  obligations  equal  to the  amount  of the
Account's obligations.

     Currency  hedging  involves  some of the same risks and  considerations  as
other transactions with similar instruments. Currency transactions can result in
losses to an Account  if the  currency  being  hedged  fluctuates  in value to a
degree or in a direction that is not anticipated.  Further, the risk exists that
the perceived  linkage between various  currencies may not be present or may not
be present  during the  particular  time that an  Account is  engaging  in proxy
hedging. Currency transactions are also subject to risks different from those of
other portfolio transactions. Because currency control is of great importance to
the issuing governments and influences  economic planning and policy,  purchases
and sale of  currency  and  related  instruments  can be  adversely  affected by
government  exchange  controls,  limitations or  restrictions on repatriation of
currency,  and  manipulations or exchange  restrictions  imposed by governments.
These forms of governmental  actions can result in losses to an Account if it is
unable to deliver or receive currency or monies in settlement of obligations and
could also cause hedges it has entered into to be rendered  useless,resulting in
full currency exposure as well as incurring transaction costs. Currency exchange
rates may also  fluctuate  based on factors  extrinsic  to a country's  economy.
Buyers and sellers of currency  futures  contracts are subject to the same risks
that apply to the use of futures contracts generally.  Further,  settlement of a
currency  futures  contract for the purchase of most  currencies must occur at a
bank based in the issuing nation.  Trading options on currency futures contracts
is relative  new, and the ability to establish  and close out positions on these
options is subject to the  maintenance of a liquid market that may not always be
available.

Repurchase Agreements

       All  the  Accounts  may  invest  in  repurchase  agreements.  None of the
Accounts will enter into  repurchase  agreements that do not mature within seven
days if any such investment, together with other illiquid securities held by the
Account, would amount to more than 10% of its assets. Repurchase agreements will
typically  involve  the  acquisition  by the Account 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 Account will sell back
to the seller and that the seller will repurchase the underlying securities at a
specified price and at a fixed time in the future.  Repurchase agreements may be
viewed  as loans  by an  Account  collateralized  by the  underlying  securities
("collateral").  This arrangement  results in a fixed rate of return that is not
subject to market  fluctuation  during the Account's  holding  period.  Although
repurchase   agreements   involve  certain  risks  not  associated  with  direct
investments  in  debt  securities,  each  of  the  Accounts  follows  procedures
established by the Board of Directors which are designed to minimize such risks.
These procedures  include  entering into repurchase  agreements only with large,
well-capitalized and well-established  financial  institutions,  which have been
approved  by the  Board of  Directors  and which the  Manager  believes  present
minimum credit risks.  In addition,  the value of the collateral  underlying the
repurchase  agreement  will  always be at least equal to the  repurchase  price,
including accrued interest. In the event of a default or bankruptcy by a selling
financial institution,  the affected Account bears a risk of loss. In seeking to
liquidate  the  collateral,  an  Account  may be delayed  in or  prevented  from
exercising  its rights and may incur certain  costs.  Further to the extent that
proceeds from any sale upon a default of the obligation to repurchase  were less
than the repurchase price, the Account could suffer a loss.

Lending of Portfolio Securities

       All  the  Accounts  may  lend  their  portfolio  securities.  None of the
Accounts  intends to lend its portfolio  securities if as a result the aggregate
of  such  loans  made by the  Account  would  exceed  30% of its  total  assets.
Portfolio  securities  may be loaned to  unaffiliated  broker-dealers  and other
unaffiliated  qualified  financial  institutions  provided  that such  loans are
callable at any time on not more than five  business  days' notice and that cash
or  government  securities  equal to at least  100% of the  market  value of the
securities  loaned,  determined  daily,  is deposited  by the borrower  with the
Account and is maintained each business day in a segregated account.  While such
securities  are on loan,  the borrower will pay the Account any income  accruing
thereon,  and the  Account  may  invest  any cash  collateral,  thereby  earning
additional income, or may receive an agreed upon fee from the borrower. Borrowed
securities must be returned when the loan is terminated. Any gain or loss in the
market price of the borrowed securities which occurs during the term of the loan
inures to the  Account  and its  shareholders.  An  Account  may pay  reasonable
administrative,  custodial and other fees in connection  with such loans and may
pay a  negotiated  portion  of the  interest  earned  on the cash or  government
securities  pledged as collateral to the borrower or placing broker.  An Account
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  Accounts  may from  time to time  purchase  securities  on a
when-issued  basis and may  purchase or sell  securities  on a delayed  delivery
basis.  The price of such a transaction is fixed at the time of the  commitment,
but delivery and payment take place on a later  settlement  date, which may be a
month or more  after the date of the  commitment.  No  interest  accrues  to the
purchaser  during  this  period,  and  the  securities  are  subject  to  market
fluctuation,  which involves the risk for the purchaser that yields available in
the market at the time of  delivery  may be higher  than those  obtained  in the
transaction.  Each Account will only purchase  securities  on a  when-issued  or
delayed  delivery basis with the intention of acquiring the  securities,  but an
Account may sell the securities  before the  settlement  date, if such action is
deemed  advisable.  At the time an  Account  makes the  commitment  to  purchase
securities  on a  when-issued  or delayed  delivery  basis,  it will  record the
transaction  and  thereafter  reflect the value,  each day, of the securities in
determining  its net asset value.  Each Account will also establish a segregated
account  with  its  custodian  bank  in  which  it  will  maintain  cash or cash
equivalents,  United  States  Government  securities  and other  high grade debt
obligations equal in value to the Account's  commitments for such when-issued or
delayed delivery securities.  The availability of liquid assets for this purpose
and the effect of asset  segregation on an Account's ability to meet its current
obligations,  to  honor  requests  for  redemption  and to have  its  investment
portfolio managed properly will limit the extent to which the Account may engage
in forward  commitment  agreements.  Except as may be imposed by these  factors,
there  is no limit on the  percent  of an  Account's  total  assets  that may be
committed to transactions in such agreements.

Money Market Instruments

       The Money Market Account will invest all of its available assets in money
market instruments  maturing in 397 days or less. The types of instruments which
this Account may purchase are described below.

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

(2)  U.S.  Government Agency  Securities -- Obligations  issued or guaranteed by
     agencies  or  instrumentalities   of  the  U.S.  Government.   U.S.  agency
     obligations  include,  but are not limited to, the Student  Loan  Marketing
     Association,  Federal  Intermediate  Credit Banks, and the Federal National
     Mortgage Association. U.S. instrumentality obligations include, but are not
     limited to, the Export-Import  Bank and Farmers Home  Administration.  Some
     obligations   issued  or  guaranteed  by  U.S.   Government   agencies  and
     instrumentalities,  such as those  issued by  Federal  Intermediate  Credit
     Banks,  are  supported  by the  right of the  issuer to  borrower  from the
     Treasury,  others  such as those  issued by the Federal  National  Mortgage
     Association,  by discretionary authority of the U.S. Government to purchase
     certain obligations of the agency or  instrumentality,  and others, such as
     those issued by the Student Loan Marketing Association,  only by the credit
     of the agency or instrumentality.

(3)  Bank  Obligations --  Certificates  of deposit,  time deposits and bankers'
     acceptances  of U.S.  commercial  banks having total assets of at least one
     billion dollars,  and of the overseas branches of U.S. commercial banks and
     foreign banks, which in the Manager's opinion,  are of comparable  quality,
     provided each such bank with its branches has total assets of at least five
     billion  dollars,  and  certificates,  including  time deposits of domestic
     savings and loan associations having at least one billion dollars in assets
     which are insured by the Federal  Savings and Loan  Insurance  Corporation.
     The Account may acquire  obligations of U.S. banks which are not members of
     the Federal Reserve System or of the Federal Deposit Insurance Corporation.
     Any  obligations  of foreign banks shall be  denominated  in U.S.  dollars.
     Obligations of foreign banks and  obligations of overseas  branches of U.S.
     banks are subject to somewhat different regulations and risks than those of
     U.S.  domestic banks. For example,  an issuing bank may be able to maintain
     that the liability for an investment is solely that of the overseas  branch
     which could  expose the  Account 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 Account will only buy short-term
     instruments where the risks of adverse  governmental action are believed by
     the Manager to be minimal.  The Account will  consider  these factors along
     with other appropriate  factors in making an investment decision to acquire
     such  obligations  and will only  acquire  those  which,  in the opinion of
     management,   are  of  an  investment  quality  comparable  to  other  debt
     securities bought by the Account. The Account may invest in certificates of
     deposit of selected  banks  having less than one billion  dollars of assets
     providing the certificates do not exceed the level of insurance  (currently
     $100,000) provided by the applicable government agency.

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

(4)  Commercial  Paper --  Short-term  promissory  notes issued by  corporations
     which at time of purchase  are rated A-1 or better by  Standard  and Poor's
     ("S&P") or Prime-1 or better by Moody's Investors Service, Inc. ("Moody's")
     or, if not rated,  issued or guaranteed by a corporation  with  outstanding
     debt rated AA or better by S&P or Aa or better by Moody's. The Account will
     not invest in master demand notes. (See Appendix A.)

(5)  Short-term Corporate Debt -- Corporate notes, bonds and debentures which at
     the time of  purchase  are  rated AA or  better  by S&P or Aa or  better by
     Moody's  provided  such  securities  have  one  year or less  remaining  to
     maturity. (See Appendix A.)

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

       The  ratings of Moody's  and S&P,  which are  described  in  Appendix  A,
represent their opinions as to the quality of the money market instruments which
they  undertake  to rate.  It should be  emphasized,  however,  that ratings are
general and are not absolute standards of quality. These ratings are the initial
criteria for  selection of portfolio  investments,  but the Manager will further
evaluate these securities.

Portfolio Turnover

       Portfolio  turnover will normally differ for each Account,  may vary from
year to year, as well as within a year,  and may be affected by portfolio  sales
necessary to meet cash  requirements  for  redemptions  of Account  shares.  The
portfolio  turnover  rate for an Account is calculated by dividing the lesser of
purchases  or sales of its  portfolio  securities  during the fiscal year by the
monthly  average of the value of its portfolio  securities  (excluding  from the
computation all securities,  including  options,  with maturities at the time of
acquisition  of one year or less). A high rate of portfolio  turnover  generally
involves  correspondingly  greater brokerage commission expenses,  which must be
borne directly by the Account.  No portfolio turnover rate can be calculated for
the Money Market  Account  because of the short  maturities of the securities in
which it invests.  The portfolio  turnover  rates for each of the other Accounts
for its most recent and immediately preceding fiscal periods, respectively, were
as follows: Aggressive Growth - 166.9% and 172.9%; Asset Allocation - 108.2% and
47.1%; Balanced - 22.6% and 25.7%; Bond - 1.7% and 5.9%; Capital Value 48.5% and
49.2%; Government Securities - 8.4% and 9.8%; Growth - 2.0% and 6.9%; High Yield
- - 32.0% and 35.1%; International - 12.5% and 15.6%; MidCap - 8.8% and 13.1%.

DIRECTORS AND OFFICERS OF THE FUNDS

       The  following  listing  discloses the  principal  occupations  and other
principal business  affiliations of the Fund's Officers and Directors during the
past five years.  All mailing  addresses are The Principal  Financial Group, Des
Moines, Iowa 50392, unless otherwise indicated.

     @James D.  Davis,  63,  Director.  4940  Center  Court,  Bettendorf,  Iowa.
Attorney. Vice President, Deere and Company, Retired.

     Roy W. Ehrle, 69, Director.  2424 Jordan Trail, West Des Moines, Iowa. Vice
Chairman, Principal Mutual Life Insurance Company, Retired.

   
     Pamela A. Ferguson, 54, Director.  P.O. Box 805, Grinnell,  Iowa. Professor
of Mathematics,  Grinnell College since 1998. Prior thereto, President, Grinnell
College.
    

     @Richard W.  Gilbert,  57,  Director.  1357 Asbury  Avenue,  Winnetka,  IL.
President, Gilbert Communications, Inc. since 1993. Prior thereto, President and
Publisher, Pioneer Press.

   
     *&J. Barry Griswell, 48, Director and Chairman of the Board. Executive Vice
President,  Principal  Mutual Life  Insurance  Company  since 1996.  Senior Vice
President  1991-1996.  Director and Chairman of the Board,  Principal Management
Corporation, Princor Financial Services Corporation.
    

     *&Stephan L. Jones, 62, Director and President.  Vice President,  Principal
Mutual Life  Insurance  Company  since 1986.  Director  and  President,  Princor
Financial Services Corporation and Principal Management Corporation.

     *Ronald E. Keller, 61, Director. Executive Vice President, Principal Mutual
Life  Insurance  Company  since 1992.  Prior  thereto,  Senior  Vice  President,
Principal Mutual Life Insurance  Company.  Director,  Princor Financial Services
Corporation and Principal Management Corporation. Director and Chairman, Invista
Capital Management, Inc.

     @Barbara A. Lukavsky,  57, Director.  3920 Grand Avenue, Des Moines,  Iowa.
President and CEO, Lu San ELITE USA, L.C.

     &Richard G. Peebler,  68,  Director.  1916 79th Street,  Des Moines,  Iowa.
Professor,  Drake  University,  College of Business  and Public  Administration,
since 1990.

     *Craig L. Bassett,  45, Treasurer.  Director - Treasury,  since 1996. Prior
thereto,  Associate  Treasurer,  Principal  Mutual Life Insurance  Company since
1988.

   
     *Michael J. Beer, 36,  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.
    

     *David J. Brown,  37,  Assistant  Counsel.  Counsel,  Principal Mutual Life
Insurance  Company since 1995.  Attorney  1994-1995.  Prior  thereto,  Attorney,
Dickinson, Mackaman, Tyler & Hogan, P.C. 1986-1994.

     *Michael W. Cumings, 46, Assistant Counsel. Counsel,  Principal Mutual Life
Insurance Company since 1989.

     * Arthur S. Filean,  59, Vice  President  and  Secretary.  Vice  President,
Princor Financial  Services  Corporation  since 1990. Vice President,  Principal
Management Corporation since 1996.

     * Ernest H. Gillum,  42,  Assistant  Secretary.  Assistant Vice  President,
Registered  Products,  Princor  Financial  Services  Corporation  and  Principal
Management  Corporation,  since 1995.  Prior thereto,  Product  Development  and
Compliance Officer.

     Jane E. Karli,  40,  Assistant  Treasurer.  Senior  Accounting  and Custody
Administrator,  Principal  Mutual Life  Insurance  Company  since  1994;  Senior
Investment Cost Accountant 1993- 1994; Senior Investment  Accountant  1992-1993;
Prior thereto, Manager-Investment Accounting and Treasury.

     *Michael D. Roughton, 46, Counsel. Counsel, Principal Mutual 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.

       @ Member of Audit and Nominating Committee.

       * Affiliated with the Manager of the Fund or its parent and considered an
"Interested  Person,"  as  defined in the  Investment  Company  Act of 1940,  as
amended.

       & Member of the Executive  Committee.  The Executive Committee is elected
by the  Board of  Directors  and may  exercise  all the  powers  of the Board of
Directors,  with certain exceptions,  when the Board is not in session and shall
report its actions to the Board.

     All  Directors  and  Officers  listed  above hold  similar  positions  with
nineteen mutual funds sponsored by Principal Mutual Life Insurance  Company.  In
addition,  James D.  Davis,  Pamela A.  Ferguson,  Stephan  L.  Jones,  J. Barry
Griswell,  Barbara A. Lukavsky,  and all of the officers hold similar  positions
with one other Fund sponsored by Principal Mutual Life Insurance Company.

       The following  information  relates to compensation  paid by each Account
during the fiscal year ended December 31, 1996.

                Director                                         Each Account
                --------                                         ------------
       James D. Davis                                             $1,200
       Roy W. Ehrle                                               $1,200
       Pamela A. Ferguson                                         $1,350
       Richard W. Gilbert                                         $1,200
       Barbara A. Lukavsky                                        $1,350
       Richard G. Peebler                                         $1,350*

*  Richard G. Peebler  received $1,350 from each of the Account.  He received an
   additional $75 from Aggressive Growth,  Asset Allocation,  Balanced,  Capital
   Value,  International  and MidCap  Accounts due to his  participation  in the
   executive committee of each of those Accounts.

       The Fund does not provide  retirement  benefits for any of the directors.
Total  compensation from the investment  companies  included in the fund complex
for the fiscal year ended December 31, 1996 was as follows:

James D. Davis           $32,100            Richard W. Gilbert          $33,000
Roy W. Ehrle             $30,900            Barbara A. Lukavsky         $35,850
Pamela A. Ferguson       $35,850            Richard G. Peebler          $33,525

      All of the  outstanding  shares of the Fund are owned by Principal  Mutual
Life  Insurance  Company and its  Separate  Accounts B and C and  Variable  Life
Separate Account. As of December 31, 1996, the Officers and Directors as a group
owned none of the outstanding shares of the Fund.

MANAGER AND SUB-ADVISORS

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

   
       The Manager has executed an agreement  with Invista  Capital  Management,
Inc. ("Invista") under which Invista has agreed to assume the obligations of the
Manager to provide investment advisory services for the Balanced, Capital Value,
Government  Securities,  Growth,  International and MidCap Accounts. The Manager
will reimburse  Invista for the cost of providing  these services.  Invista,  an
indirectly  wholly-owned  subsidiary of Principal Mutual Life Insurance  Company
and an affiliate of the Manager, was founded in 1985 and manages investments for
institutional   investors,   including   Principal  Mutual  Life.  Assets  under
management  at December 31, 1996 were  approximately  $19.6  billion.  Invista's
address is 1800 Hub Tower, 699 Walnut, Des Moines, Iowa 50309.
    

       The Manager has also  executed an  agreement  with Morgan  Stanley  Asset
Management  Inc.  ("MSAM") under which MSAM has agreed to assume the obligations
of the Manager to provide investment advisory services for the Aggressive Growth
Account  and Asset  Allocation  Account.  The  Manager  pays MSAM a fee for such
investment advisory services. MSAM, with principal offices at 1221 Avenue of the
Americas,  New York,  NY 10020,  provides a broad range of portfolio  management
services to  customers  in the United  States and abroad.  At December 31, 1996,
MSAM  managed  investments  totaling  approximately  $72.6  billion,   including
approximately  $54.9 billion under active  management and $17.7 billion as Named
Fiduciary or Fiduciary Adviser.

       Each of the persons  affiliated  with the Fund who is also an  affiliated
person  of the  Manager  or a  Sub-Advisor  is named  below,  together  with the
capacities in which such person is affiliated:

   
                       Office Held With                 Office Held With
       Name               The Fund                    The Manager/Invista
Craig Bassett          Treasurer                      Treasurer (Manager)
Michael J. Beer        Financial Officer              Senior Vice President & 
                                                        Chief Operating Officer
                                                        (Manager)
Arthur S. Filean       Vice President and Secretary   Vice President (Manager)
Ernest H. Gillum       Assistant Secretary            Assistant Vice President,
                                                        Registered Products
                                                        (Manager)
J. Barry Griswell      Director and Chairman          Director and Chairman of
                         of the Board                   the Board (Manager)
                                                      Director (Manager)
Stephan L. Jones       Director and                   Director and President
                         President                      (Manager)
Ronald E. Keller       Director                       Director (Manager)
                                                      Director and Chairman of
                                                        the Board (Invista)
Michael D. Roughton    Counsel                        Counsel (Manager; Invista)
    

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 the Fund,
is entitled to receive a fee computed and accrued daily and payable monthly,  at
the following annual rates:
<TABLE>
<CAPTION>
                                   Aggressive                                      High Yield
                                   Growth and                                          and            All
       Net Asset Value          Asset Allocation    International     MidCap        Balanced         Other
          of Fund                   Accounts           Account        Account       Accounts       Accounts
    --------------------     ----------------------   --------     -------------  ------------     --------
<S>            <C>                   <C>               <C>             <C>            <C>           <C>

First          $100,000,000          .80%              .75%            .65%           .60%          .50%
Next            100,000,000          .75%              .70%            .60%           .55%          .45%
Next            100,000,000          .70%              .65%            .55%           .50%          .40%
Next            100,000,000          .65%              .60%            .50%           .45%          .35%
Over            400,000,000          .60%              .55%            .45%           .40%          .30%
</TABLE>

       There is no  assurance  that any of the  Accounts'  net assets will reach
sufficient  amounts to be able to take advantage of the rate decreases.  The net
asset  value of each  Account on  December  31, 1996 and the rate of the fee for
each Account for  investment  management  services as provided in the Management
Agreement for the fiscal year then ended were as follows:

                                                            Management Fee
                                   Net Assets as of         For Year Ended
               Account             December 31, 1996      December 31, 1996
    ---------------------------    -----------------      -----------------
    Aggressive Growth                 $   90,105,549               .80%
    Asset Allocation                      61,631,138               .80
    Balanced                              93,157,669               .60
    Bond                                  63,386,561               .50
    Capital Value                        205,018,528               .48
    Government Securities                 85,099,858               .50
    Growth                                99,611,910               .50
    High Yield                            13,740,343               .60
    International                         71,682,015               .75
    MidCap                               137,160,881               .64
    Money Market                          46,244,249               .50


       Under a Sub-Advisory  Agreement between Invista and the Manager,  Invista
performs all the investment  advisory  responsibilities of the Manager under the
Management  Agreement for the Balanced,  Capital Value,  Government  Securities,
Growth,  International  and MidCap Accounts and is reimbursed by the Manager for
the cost of providing such services.

       Under  a  Sub-Advisory  Agreement  between  MSAM  and the  Manager,  MSAM
performs all the investment  advisory  responsibilities of the Manager under the
Management Agreement for the Aggressive Growth and Asset Allocation Accounts.

       The Manager  pays MSAM a fee that is accrued  daily and payable  monthly.
The fee is based on the net asset value of each  Account as  follows:  first $40
million of net assets - the fee is 0.45%;  next $160 million - 0.30%;  next $100
million - 0.25%; and net assets over $300 million - 0.20%.

       Except  for  certain  Fund  expenses  set  out  below,   the  Manager  is
responsible  for  expenses,  administrative  duties and services  including  the
following: Expenses incurred in connection with the registration of the Fund and
Fund shares with the  Securities and Exchange  Commission  and state  regulatory
agencies;  office space,  facilities and costs of keeping the books of the Fund;
compensation of personnel and officers and any directors who are also affiliated
with the Manager;  fees for auditors and legal  counsel;  preparing and printing
Fund prospectuses;  administration of shareholder accounts,  including issuance,
maintenance  of  open  account  system,   dividend   disbursement,   reports  to
shareholders,  and  redemption.  However,  some or all of these  expenses may be
assumed  by  Principal  Mutual  Life  Insurance  Company  and some or all of the
administrative  duties and services may be delegated by the Manager to Principal
Mutual Life Insurance Company or affiliate thereof.

       Each  Account  pays  for  certain  corporate  expenses  incurred  in  its
operation.  Among such  expenses,  the Account  pays  brokerage  commissions  on
portfolio  transactions,  transfer taxes and other charges and fees attributable
to investment  transactions,  any other local,  state or federal taxes, fees and
expenses of all  directors of the Fund who are not persons  affiliated  with the
Manager,  interest,  fees for Custodian of the Account, and the cost of meetings
of shareholders.

       Fees paid for investment management services during the periods indicated
were as follows:

                            Management Fees For Year Ended December 31,
                          1996                  1995                  1994
Aggressive Growth        $491,699             $180,022           $    53,716  *
Asset Allocation          425,427              272,724               127,034  *
Balanced                  420,010              206,614               131,488
Bond                      260,242              122,783                72,199
Capital Value             816,437              591,891               637,781
Government Securities     360,968              202,554               195,469
Growth                    357,833              137,029                24,971  **
High Yield                 75,111               64,422                57,369
International             376,123              172,258                38,147  **
MidCap                    606,697              264,411                94,644
Money Market              208,822              140,895               125,791

* Period beginning June 1, 1994 and ended December 31, 1994. ** Period beginning
May 1, 1994 and ended December 31, 1994.

       The Management Agreements, Sub-Advisory Agreements and Investment Service
Agreements, pursuant to which Principal Mutual Life Insurance Company has agreed
to furnish certain personnel, services and facilities required by the Manager to
enable it to fulfill its investment  advisory  responsibilities  for each of the
Accounts except the Aggressive Growth and Asset Allocation  Accounts,  were last
approved by the Fund's Board of  Directors  on September 8, 1997.  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 an  Account  of the  Fund,  provided  that in either  event  such
continuation  shall be approved by vote of a majority of the  Directors  who are
not "interested  persons" (as defined in the Investment  Company Act of 1940) of
the Manager,  Principal Mutual Life Insurance Company or its  subsidiaries,  the
Fund and, in the case of the Sub-  Advisory  Agreement  for each of the Accounts
other than the Aggressive Growth and Asset Allocation Accounts,  Invista, and in
the case of the  Sub-Advisory  Agreement for each of the  Aggressive  Growth and
Asset  Allocation  Accounts,  MSAM,  cast in person at a meeting  called for the
purpose of voting on such approval. The Agreements may be terminated at any time
on 60 days  written  notice to the Manager by the Board of Directors of the Fund
or by a vote of a majority of the outstanding  securities of the Fund and by the
Manager,  Invista,  MSAM or Principal Mutual Life Insurance Company, as the case
may be, on 60 days written notice to the Fund. The Agreements will automatically
terminate in the event of their assignment.

BROKERAGE ON PURCHASES AND SALES OF SECURITIES

   
     In distributing  brokerage  business arising out of the placement of orders
for the purchase and sale of  securities  for any Account,  the objective of the
Accounts'  Manager  or  Sub-Advisor  is to obtain  the best  overall  terms.  In
pursuing this objective,  the Manager, or Sub-Advisor,  considers all matters it
deems relevant,  including the breadth of the market in the security,  the price
of the security,  the financial condition and executing capability of the broker
or dealer and the  reasonableness  of the  commission,  if any (for the specific
transaction and on a continuing basis). This may mean in some instances that the
Manager, or Sub-Advisor, will pay a broker commissions that are in excess of the
amount of  commission  another  broker might have charged for executing the same
transaction when the Manager, or Sub-Advisor, believes that such commissions are
reasonable  in  light of (a) the size and  difficulty  of  transactions  (b) the
quality of the execution provided and (c) the level of commissions paid relative
to commissions paid by other institutional  investors.  (Such factors are viewed
both in terms of that particular  transaction  and in terms of all  transactions
that broker  executes  for  accounts  over which the  Manager,  or  Sub-Advisor,
exercises  investment  discretion.  The Manager,  or  Sub-Advisor,  may purchase
securities in the over-the-counter  market,  utilizing the services of principal
market matters, unless better terms can be obtained by purchases through brokers
or dealers,  and may purchase  securities  listed on the New York Stock Exchange
from  non-Exchange  members in transactions  off the Exchange.) The Manager,  or
Sub-Advisor,  gives  consideration  in the  allocation  of  business to services
performed by a broker (e.g.  the  furnishing  of  statistical  data and research
generally consisting of information of the following types: analyses and reports
concerning issuers, industries,  economic factors and trends, portfolio strategy
and performance of client accounts). If any such allocation is made, the primary
criteria  used will be to obtain the best overall  terms for such  transactions.
The Manager, or Sub- Advisor, may pay additional commission amounts for research
services  but  generally  does not do so.  Such  statistical  data and  research
information  received  from brokers or dealers may be useful in varying  degrees
and the Manager,  or  Sub-Advisor,  may use it in  servicing  some or all of the
accounts it manages.  Some statistical data and research  information may not be
useful to the Manager, or Sub-Advisor, in managing the client account, brokerage
for  which  resulted  in  the  Manager's,  or  Sub-Advisor's,   receipt  of  the
statistical  data  and  research  information.  However,  in the  Manager's,  or
Sub-Advisor's,  opinion,  the value  thereof is not  determinable  and it is not
expected that the Manager's,  or  Sub-Advisor's,  expenses will be significantly
reduced since the receipt of such statistical  data and research  information is
only supplementary to the Manager's, or Sub-Advisor's, own research efforts. The
Manager,  or Sub-Advisor,  allocated  portfolio  transactions for the Aggressive
Growth  Account,  Asset  Allocation  Account,  Balanced  Account,  Capital Value
Account,  Growth  Account,  International  Account and MidCap Account to certain
brokers during the fiscal year ended December 31, 1996 due to research  services
provided by such brokers.  These portfolio  transactions resulted in commissions
paid to such brokers by the Funds in the amounts of $15,242,  $15,438,  $13,692,
$29,405, $500, $3,955 and $2,591, respectively.
    

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

       The  following  table  shows the  brokerage  commissions  paid during the
periods  indicated.  In each year, 100% of the commissions  paid by each Account
went to  broker-dealers  which provided  research,  statistical or other factual
information.

                        Total Brokerage Commissions Paid
                                Fiscal Year Ended
                                  December 31,
          Account            1996              1995                 1994
          -------            ----              ----                 ----
Aggressive Growth          $250,591          $102,404              $37,910*
Asset Allocation            109,360            35,476               40,055*
Balanced                     46,458            18,780               14,596
Capital Value               183,156           142,577              149,871
Growth                       45,131            28,870                7,280**
International               156,842            78,939               43,151**
MidCap                       63,355            31,588                7,527

*      Period beginning June 1, 1994 and ended December 31, 1994.
**     Period beginning May 1, 1994 and ended December 31, 1994.

       Brokerage  commissions paid to affiliates  during the year ended December
31, 1996 were as follows:

            Commissions Paid to Principal Financial Securities, Inc.

                Total Dollar     As Percent of       As Percent of Dollar Amount
  Account          Amount      Total Commissions  of Commissionable Transactions
Capital Value     $ 6,612            3.61%                   7.92%
Growth                438             .97%                    .86%

                   Commissions Paid to Morgan Stanley and Co.

                Total Dollar     As Percent of       As Percent of Dollar Amount
  Account          Amount      Total Commissions  of Commissionable Transactions
  -------          ------      -----------------  ------------------------------
Balanced          $ 1,300             2.80%                   1.82%
Capital Value       3,650             1.99%                   1.48%
International       3,176             2.02%                   1.78%

     Morgan Stanley and Co. is affiliated with Morgan Stanley Asset  Management,
Inc., which acts as a sub-advisor to two Accounts included in the Fund.

     The Manager acts as investment  advisor for each of the funds  sponsored by
Principal  Mutual Life  Insurance  Company and places orders to trade  portfolio
securities  for the funds and  these  Accounts,  except  the  Aggressive  Growth
Account  and Asset  Allocation  Account.  If,  in  carrying  out the  investment
objectives of the Accounts,  occasions arise when purchases or sales of the same
equity securities are to be made for two or more of the Accounts or 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 occasion,  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"  orders shall be allocated to
the various Accounts (or, in the case of Invista,  the various Accounts or Funds
and other client accounts) whose individual  orders for purchase or sale make up
the aggregate or "bunched" order by filling each Account's or Fund's (or, in the
case of Invista,  each Account's or 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,  Accounts,  Funds  and  other  clients  accounts)
participating  in an  aggregate  or  "bunched"  order will be placed  into those
Accounts 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  Accounts  or 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  Account or Fund.  If the
purchase or sale of securities  consistent with the investment objectives of the
Accounts or one or more of the other  clients for which MSAM acts as  investment
sub-advisor or advisor is to be made at the same time,  the  securities  will be
purchased or sold proportionately in accordance with the amount of such security
sought to be purchased or sold at that time for each Account or client.

DETERMINATION OF NET ASSET VALUE OF ACCOUNT SHARES

Growth-Oriented and Income-Oriented Accounts

   
     The net asset  values  of the  shares  of each of the  Growth-Oriented  and
Income-Oriented  Accounts are determined daily, Monday through Friday, as of the
close of trading on the New York Stock Exchange, except on days on which changes
in the value of an Account's portfolio securities will not materially affect the
current net asset value of that Account's redeemable securities,  on days during
which an Account  receives no order for the  purchase or sale of its  redeemable
securities  and no tender of such a security  for  redemption,  and on customary
national business  holidays.  The Accounts treat as customary  national business
holidays  those  days on which the New York  Stock  Exchange  is closed  for 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 net
asset value per share for each  Account is  determined  by dividing the value of
securities in the Account's investment portfolio plus all other assets, less all
liabilities,  by the number of Account shares outstanding.  Securities for which
market quotations are readily available, including options and futures traded on
an exchange, are valued at market value, which is currently determined using the
last reported sale price or, if no sales are reported,  as is regularly the case
for some securities traded  over-the-counter,  the last reported bid price. When
reliable market quotations are not considered to be readily available, which may
be the case,  for example,  with respect to certain debt  securities,  preferred
stocks,  foreign securities and  over-the-counter  options,  the investments are
valued by using market quotations,  prices provided by market makers,  which may
include dealers with which the Account has executed  transactions,  or estimates
of market  values  obtained  from  yield  data and  other  factors  relating  to
instruments  or  securities  with similar  characteristics  in  accordance  with
procedures established in good faith by the Board of Directors.  Securities with
remaining  maturities  of 60 days or less are valued at  amortized  cost.  Other
assets  are  valued at fair  value as  determined  in good faith by the Board of
Directors.
    

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

       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 International Account
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 Account

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

       All  securities  held by the Money  Market  Account  will be valued on an
amortized  cost basis.  Under this method of valuation,  a security is initially
valued  at cost;  thereafter,  the  Account  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 Account
requires the Account to maintain a dollar weighted  average  maturity of 90 days
or less and to purchase only obligations  that have remaining  maturities of 397
days or less or have a variable or floating rate of interest.  In addition,  the
Account  can invest  only in  "Eligible  Securities"  as that term is defined in
Regulations  issued  under the  Investment  Company  Act of 1940 (see the Fund's
Prospectus for a more complete description) determined by the Board of Directors
to present minimal credit risks.

     The Board of Directors has established procedures designed to stabilize, to
the extent  reasonably  possible,  the Account's price per share as computed for
the  purpose  of sales and  redemptions  at  $1.00.  Such  procedures  include a
directive  to the Manager to test price the  portfolio  or  specific  securities
thereof upon certain changes in the Treasury Bill auction  interest rate for the
purpose of  identifying  possible  deviations  in the net asset  value per share
calculated by using available  market  quotations or equivalents  from $1.00 per
share. If such deviation exceeds 1/2 of 1%, the Board of Directors will promptly
consider  what  action,  if any,  will be  initiated.  In the event the Board of
Directors  determines  that a  deviation  exists  which may  result in  material
dilution  or other  unfair  results  to  shareholders,  the Board will take such
corrective action as it regards as appropriate, including: the sale of portfolio
instruments  prior to maturity;  the  withholding  of dividends;  redemptions of
shares in kind;  the  establishment  of a net asset  value per share  based upon
available market quotations; or splitting, combining or otherwise recapitalizing
outstanding shares. The Account may also reduce the number of shares outstanding
by  redeeming  proportionately  from  shareholders,  without  the payment of any
monetary compensation, such value at $1.00 per share.

PERFORMANCE CALCULATION

       Each of the Accounts may from time to time  advertise its  performance in
terms of total return.  The figures used for total return and yield are based on
the historical  performance  of an Account,  or its  corresponding,  predecessor
mutual fund,  show the  performance  of a  hypothetical  investment  and are not
intended to indicate future  performance.  Total return and yield will vary from
time to time depending upon market  conditions,  the composition of an Account's
portfolio and operating expenses.  These factors and possible differences in the
methods  used in  calculating  performance  figures  should be  considered  when
comparing  an Account's  performance  to the  performance  of some other kind of
investment.  The  calculations of total return and yield for the Accounts do not
include  the fees and  charges  of the  separate  accounts  that  invest  in the
Accounts and,  therefore,  do not reflect the  investment  performance  of those
separate accounts.

       Each Account may also include in its advertisements  performance rankings
and other  performance-related  information published by independent statistical
services  or  publishers,  such  as  Lipper  Analytical  Services,  Weisenberger
Investment Companies Services, Money Magazine,  Forbes, The Wall Street Journal,
Barron's and Changing Times, and comparisons of the performance of an Account to
that of various market indices,  such as the S&P 500 Index, Lehman Brothers GNMA
Index, Dow Jones  Industrials  Index, and the Salomon Brothers  Investment Grade
Bond Index.

Total Return

       When  advertising  total  return  figures,  each  of the  Growth-Oriented
Accounts and  Income-Oriented  Accounts  will  include its average  annual total
return for each of the one, five and ten year periods (or if shorter, the period
during which its corresponding  predecessor  fund's  registration  statement has
been in effect)  that end on the last day of the most recent  calendar  quarter.
Average  annual  total  return is computed  by  calculating  the average  annual
compounded  rate of return over the stated  period that would  equate an initial
$1,000  investment to the ending  redeemable  value assuming the reinvestment of
all  dividends  and  capital  gains  distributions  at net asset  value.  In its
advertising,  an Account may also include  average  annual total return for some
other period or cumulative total return for a specified period. Cumulative total
return is  computed  by  dividing  the ending  redeemable  value  (assuming  the
reinvestment  of all  dividends  and capital  gains  distributions  at net asset
value) by the initial investment.


       The  following  table shows as of December 31, 1996 average  annual total
return for each of the Accounts for the periods indicated:

   
          Account                1-Year            5-Year             10-Year
- ---------------------------     -------         -----------           -------
Aggressive Growth                 27.43%          28.25%(3)            N/A
Asset Allocation                  19.53%          14.73%(3)            N/A
Balanced                          19.32%          12.68%              12.59%(1)
Bond                               8.96%           8.03%               9.37%(1)
Capital Value                     28.41%          17.02%              11.84%
Government Securities              8.57%           6.81%               8.84%
Growth                            23.95%          18.62%(2)            N/A
High Yield                        16.42%          10.23%               9.95%(1)
International                     31.61%          16.34%(2)            N/A
MidCap                            24.01%          20.45%              18.17%(1)

(1) Period  beginning  December  18, 1987 and ending June 30,  1997.  
(2) Period beginning  May 1, 1994 and ending June 30, 1997.  
(3) Period  beginning  June 1, 1994 and ending June 30, 1997.
    

Yield

       Money Market Account

       The Money Market Account may advertise its yield and its effective yield.

       Yield is computed by  determining  the net change,  exclusive  of capital
changes, in the value of a hypothetical pre-existing account having a balance of
one share at the  beginning of the period,  subtracting  a  hypothetical  charge
reflecting deductions from shareholder accounts,  and dividing the difference by
the value of the account at the  beginning of the base period to obtain the base
period return,  and then  multiplying the base period return by (365/7) with the
resulting yield figure carried to at least the nearest hundredth of one percent.
As of December 31, 1996,  the Money Market  Account's  yield was 5.00%.  Because
realized  capital gains or losses in an Account's  portfolio are not included in
the  calculation,  the  Account's  net  investment  income  per  share for yield
purposes may be different from the net investment  income per share for dividend
purposes,  which  includes  net  short-term  realized  gains  or  losses  on the
Account's portfolio.

       Effective yield is computed by determining  the net change,  exclusive of
capital changes,  in the value of a hypothetical  pre-existing  account having a
balance of one share at the beginning of the period,  subtracting a hypothetical
charge  reflecting  deductions  from  shareholder  accounts,  and  dividing  the
difference  by the value of the account at the  beginning  of the base period to
obtain the base period return,  and then  compounding  the base period return by
adding 1, raising the sum to a power equal to 365 divided by 7, and  subtracting
1 from the result.  The resulting  effective yield figure is carried to at least
the nearest hundredth of one percent.  As of December 31, 1996, the Money Market
Account's effective yield was 5.13%.

       The yield quoted at any time for the Money Market Account  represents the
amount  that was earned  during a  specific,  recent  seven-day  period and is a
function of the  quality,  types and length of maturity  of  instruments  in the
Account's portfolio and the Account's operating expenses. The length of maturity
for the portfolio is the average dollar weighted maturity of the portfolio. This
means that the portfolio has an average  maturity of a stated number of days for
its  issues.  The  calculation  is  weighted  by  the  relative  value  of  each
investment.

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

TAX STATUS

       It is the policy of each  Account  to  distribute  substantially  all net
investment  income and net realized gains.  Through such  distributions,  and by
satisfying certain other  requirements,  the 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
the Fund so qualifies, it will be exempt from federal income tax upon the amount
so distributed to investors.

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

       The 1986 Tax Reform Act imposes an excise tax on mutual  funds which fail
to distribute net investment income and capital gains by the end of the calendar
year in  accordance  with the  provisions of the Act. The Fund intends to comply
with the Act's requirements and to avoid this excise tax.

GENERAL INFORMATION AND HISTORY

       Following is a description of a  reorganization  completed by each of the
Funds on December 31, 1997.  The terms of each  reorganization  were  identical,
therefore,  the  description  is  intended  to  apply  to  each  of  the  funds.
"Liquidating  Corporation" as used below means each of the following  funds, all
of which were incorporated in the State of Maryland:


                       Fund                            Date of Incorporation

Principal Aggressive Growth Fund                              08/20/93
Principal Asset Allocation Fund                               08/20/93
Principal Balanced Fund                                       11/26/86
Principal Bond Fund                                           11/26/86
Principal Capital Accumulation Fund                           05/26/89
Principal Emerging Growth Fund                                02/20/87
Principal Government Securities Fund                          06/07/85
Principal Growth Fund                                         08/20/93
Principal High Yield Fund                                     12/02/86
Principal Money Market Fund                                   06/10/82
Principal World Fund                                          08/20/93

     "Surviving Corporation" refers to Principal Variable Contract Fund, Inc., a
Maryland Corporation, Incorporated on May 27, 1997.

       On  September  16,  1997,  a majority  of the  outstanding  shares of the
Liquidating   Corporation   approved  a  proposal  to  permit  the   Liquidating
Corporation  to  transfer  all of its assets and  liabilities  to the  Surviving
Corporation  in  accordance  with an Agreement  and Plan of  Reorganization  and
Liquidation  dated  July 1,  1997  (the  "Agreement")  between  the  Liquidating
Corporation and Surviving Corporation (the "Reorganization").  The Agreement was
authorized  and  approved  by  the  Boards  of  Directors  of  the   Liquidating
Corporation  and the  Surviving  Corporation  in  accordance  with  the  laws of
Maryland.   The  net  asset  values  of  the  shares  were   unaffected  by  the
Reorganization.

       The  primary  purpose  for the  Reorganization  was to  develop a "series
company"  structure  rather than a "multiple  fund"  structure for the Principal
Funds. Management of the Liquidating Corporation concluded that a series company
form would simplify the operation of and provide greater flexibility in managing
the investment  medium used to fund the variable  contracts that invested in the
Liquidating Corporation.

       By approving the Plan, the  shareholders of the  Liquidating  Corporation
authorized  the  Liquidating  Corporation,   as  the  sole  shareholder  of  the
corresponding series of shares prior to the Reorganization to:

     1.   Elect as directors of the Surviving Corporation of all the Liquidating
          Corporation's Directors at the time of the Reorganization;

     2.   Ratify the selection of Ernst & Young LLP as the independent  auditors
          of the Surviving Corporation;

     3.   Approve the Management  Agreement,  Investment Service Agreement,  and
          Sub- Advisory Agreements for the Surviving Corporation; and

     4.   Approve the  transactions  required of the  Surviving  Corporation  to
          implement the Reorganization.

     The  shareholders  also  authorized the  liquidation and dissolution of the
     Liquidating Corporation


FINANCIAL STATEMENTS

             The  financial  statements  for the Accounts for the fiscal  period
ended December 31, 1996 appearing in the Annual Report to  Shareholders  and the
report thereon of Ernst and Young LLP, independent  auditors,  appearing therein
are incorporated by reference in this Statement of Additional  Information.  The
Annual Report will be furnished, without charge, to investors who request copies
of the Statement of Additional Information.


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 four years in 
                            the period ended December 31, 1996, for the period
                            from July 1, 1992 through December 31, 1992, for
                            each of the five years in the period ended June 30,
                            1992 and for the period from April 9, 1987 through 
                            June 30, 1987.
                      (2)   Part B:
                                  None
               (b)   Exhibits
                            (1a)  Articles of Amendment (Filed 4/12/96)
                            (1b)  Articles of Incorporation (Filed 4/12/96)
                            (2)   Bylaws (Filed 4/12/96)
                            (5a)  Management Agreement (Filed 4/12/96)
                            (5b)  Investment Service Agreement (Filed 4/12/96)
                            (6)   Distribution Agreement (Filed 4/12/96)
                            (8)   Custody Agreement (Filed 4/12/96)
                            (9)   Agreement and Plan of Reorganization and
                                  Liquidation (Filed 10/23/97)
                            (10)  Opinion of Counsel (Filed 4/12/96)
                            (11)  Consent of Independent Auditors
                            (12)  Audited Financial Statements as of 
                                  December 31, 1996, including the Report of 
                                  Ernst & Young LLP, independent auditors for 
                                  the Registrant.
                            (12a) Semiannual Financial Statements as of 
                                  June 30, 1997.
                            (13)  Investment Letter (Filed 4/12/96)
                            (16)  Total Return Performance Quotation 
                                  (Filed 4/12/96)
                            (27)  Financial Data Schedule

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

              Principal Mutual Life Insurance Company (incorporated as a
              mutual life insurance company under the laws of Iowa);

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

               Principal    Asset    Allocation    Fund,    Inc.   (a   Maryland
               Corporation)100.0%  of  shares  outstanding  owned  by  Principal
               Mutual  Life  Insurance  Company  and its  separate  accounts  on
               October 8, 1997.

               Principal  Aggressive Growth Fund, Inc. (a Maryland  Corporation)
               100.0% of  shares  outstanding  owned by  Principal  Mutual  Life
               Insurance Company and its separate accounts on October 8, 1997.

               Princor  Balanced Fund,  Inc. (a Maryland  Corporation)  0.88% of
               shares  outstanding  owned by  Principal  Mutual  Life  Insurance
               Company on October 8, 1997.

               Principal Balanced Fund, Inc. (a Maryland  Corporation) 100.0% of
               shares  outstanding  owned by  Principal  Mutual  Life  Insurance
               Company and its separate accounts on October 8, 1997.

               Princor Blue Chip Fund,  Inc. (a Maryland  Corporation)  1.30% of
               shares  outstanding  owned by  Principal  Mutual  Life  Insurance
               Company on October 8, 1997.

               Princor Bond Fund, Inc. (a Maryland  Corporation) 1.43% of shares
               outstanding  owned by Principal Mutual Life Insurance  Company on
               October 8, 1997.

               Principal  Bond Fund,  Inc.  (a Maryland  Corporation)  100.0% of
               shares  outstanding  owned by  Principal  Mutual  Life  Insurance
               Company and its separate accounts on October 8, 1997.

               Princor   Capital    Accumulation    Fund,   Inc.   (a   Maryland
               Corporation) 29.63%  of  outstanding shares  owned  by  Principal
               Mutual Life Insurance Company on October 8, 1997.

               Principal   Capital   Accumulation   Fund,   Inc.   (a   Maryland
               Corporation)100.0%  of  outstanding  shares  owned  by  Principal
               Mutual  Life  Insurance  Company  and its  Separate  Accounts  on
               October 8, 1997.

               Princor Cash Management Fund, Inc. (a Maryland Corporation) 2.25%
               of  outstanding  shares owned by Principal  Mutual Life Insurance
               Company  (including  subsidiaries  and  affiliates) on October 8,
               1997.

               Princor Emerging Growth Fund, Inc. (a Maryland Corporation) 0.61%
               of shares  outstanding  owned by Principal  Mutual Life Insurance
               Company on October 8, 1997

               Principal  Emerging  Growth Fund,  Inc. (a Maryland  Corporation)
               100.0% of  shares  outstanding  owned by  Principal  Mutual  Life
               Insurance Company and its Separate Accounts on October 8, 1997.

               Princor  Government  Securities  Income  Fund,  Inc.  (a Maryland
               Corporation)  0.40% of  shares  outstanding  owned  by  Principal
               Mutual Life Insurance Company on October 8, 1997.

               Principal   Government   Securities   Fund,   Inc.   (a  Maryland
               Corporation)  100.0% of  shares  outstanding  owned by  Principal
               Mutual  Life  Insurance  Company  and its  Separate  Accounts  on
               October 8, 1997.

               Princor  Growth  Fund,  Inc.  (a Maryland  Corporation)  0.51% of
               outstanding  shares  owned by  Principal  Mutual  Life  Insurance
               Company on October 8, 1997.

               Principal  Growth Fund, Inc. (a Maryland  Corporation)  100.0% of
               outstanding  shares are owned by Principal  Mutual Life Insurance
               Company and its Separate Accounts on October 8, 1997.

               Princor High Yield Fund, Inc. (a Maryland  Corporation) 21.18% of
               shares  outstanding  owned by  Principal  Mutual  Life  Insurance
               Company on October 8, 1997.

               Principal High Yield Fund, Inc. (a Maryland  Corporation)  100.0%
               of shares  outstanding  owned by Principal  Mutual Life Insurance
               Company and its Separate Accounts on October 8, 1997.

               Principal  International  Emerging Markets Fund, Inc. (a Maryland
               Corporation)  86.90% of  shares  outstanding  owned by  Principal
               Mutual Life Insurance Company on October 8, 1997.

               Principal   International   SmallCap   Fund,   Inc.  (a  Maryland
               Corporation)  82.32% of  shares  outstanding  owned by  Principal
               Mutual Life Insurance Company on October 8, 1997.

               Princor  Limited  Term Bond Fund,  Inc. (a Maryland  Corporation)
               50.89% of  shares  outstanding  owned by  Principal  Mutual  Life
               Insurance Company on October 8, 1997.

               Principal Money Market Fund, Inc. (a Maryland Corporation) 100.0%
               of shares  outstanding  owned by Principal  Mutual Life Insurance
               Company and its Separate Accounts on October 8, 1997.

               Principal  Special  Markets Fund,  Inc. (a Maryland  Corporation)
               100.00%  of  shares  outstanding  of the  International  Emerging
               Markets  Portfolio,  50.72%  of  the  shares  outstanding  of the
               International Securities Portfolio, 100% of shares outstanding of
               the  International  SmallCap  Portfolio and 100.00% of the shares
               outstanding  of the  Mortgage-Backed  Securities  Portfolio  were
               owned by Principal Mutual Life Insurance  Company on November 17,
               1997.

               Princor Tax-Exempt Bond Fund, Inc. (a Maryland Corporation) 0.57%
               of shares  outstanding  owned by Principal  Mutual Life Insurance
               Company on October 8, 1997.

               Princor   Tax-Exempt  Cash  Management  Fund,  Inc.  (a  Maryland
               Corporation)  1.03% of  shares  outstanding  owned  by  Principal
               Mutual Life Insurance Company on October 8, 1997.

               Princor  Utilities Fund, Inc. (a Maryland  Corporation)  1.56% of
               shares  outstanding  owned by  Principal  Mutual  Life  Insurance
               Company on October 8, 1997.

               Princor  World  Fund,  Inc. (a  Maryland  Corporation)  23.36% of
               shares  outstanding  owned by  Principal  Mutual  Life  Insurance
               Company on October 8, 1997.

               Principal  World Fund,  Inc. (a Maryland  Corporation)  100.0% of
               shares  outstanding  owned by  Principal  Mutual  Life  Insurance
               Company on October 8, 1997.

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

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

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

          Subsidiaries wholly-owned by Principal Holding Company:

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

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

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

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

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

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

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

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

               i.   Principal   Securities   Holding   Corporation  (a  Delaware
                    Corporation) a holding company.

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

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

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

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

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

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

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

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

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

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

               t.   Principal  L.L.C.   (an  Illinois   Corporation)  a  limited
                    liability company.

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

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

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

          Subsidiary wholly owned by Principal Securities Holding Corporation:

               a.   Principal   Financial    Securities,    Inc.   (a   Delaware
                    Corporation) an investment banking and securities  brokerage
                    firm.

          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  organized  and  wholly-owned  by Principal  Health Care,
          Inc.:

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

               b.   Principal  Health  Care  Management   Corporation  (an  Iowa
                    Corporation)   provide   management   services   to   health
                    maintenance organizations.

               c.   Principal  Health  Care  of the  Carolinas,  Inc.  (a  North
                    Carolina Corporation) a health maintenance organization.

               d.   Principal   Health  Care  of  Delaware,   Inc.  (a  Delaware
                    Corporation) a health maintenance organization.

               e.   Principal   Health   Care  of   Florida,   Inc.  (a  Florida
                    Corporation) a health maintenance organization.

               f.   Principal   Health   Care  of   Georgia,   Inc.  (a  Georgia
                    Corporation) a health maintenance organization.

               g.   Principal  Health  Care  of  Illinois,   Inc.  (an  Illinois
                    Corporation) a health maintenance organization.

               h.   Principal   Health  Care  of   Indiana,   Inc.  (a  Delaware
                    Corporation) a health maintenance organization.

               i.   Principal Health Care of Iowa, Inc. (an Iowa  Corporation) a
                    health maintenance organization.

               j.   Principal  Health  Care of Kansas  City,  Inc.  (a  Missouri
                    Corporation) a health maintenance organization.

               k.   Principal  Health  Care  of  Louisiana,  Inc.  (a  Louisiana
                    Corporation) a health maintenance organization.

               l.   Principal Health Care of the Mid-Atlantic,  Inc. (a Virginia
                    Corporation) a health maintenance organization.

               m.   Principal   Health  Care  of  Nebraska,   Inc.  (a  Nebraska
                    Corporation) a health maintenance organization.

               n.   Principal Health Care of Pennsylvania,  Inc. (a Pennsylvania
                    Corporation) a health  maintenance  organization. 

               o.   Principal  Health  Care  of  St.  Louis,  Inc.  (a  Delaware
                    Corporation) a health maintenance organization.

               p.   Principal  Health  Care of  South  Carolina,  Inc.  (A South
                    Carolina Corporation) a health maintenance organization.

               q.   Principal  Health  Care  of  Tennessee,  Inc.  (a  Tennessee
                    Corporation) a health maintenance organization.

               r.   Principal Health Care of Texas, Inc. ( a Texas  Corporation)
                    a health maintenance organization.

               s.   United  Health  Care   Services  of  Iowa,   Inc.  (an  Iowa
                    Corporation) a health maintenance organization.

          Subsidiary 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.

          Subsidiaries owned by Principal International, Inc.:

               a.   Principal   Insurance   Company   Limited   (a   Hong   Kong
                    Corporation) sells insurance and 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.

               f.   Principal Mexico Compania de Seguros, S.A. de C.V. (a Mexico
                    Corporation) a life insurance company.

               g.   Qualitas   Medica,   S.A.  (an   Argentina   HMO)  a  health
                    maintenance organization.

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

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

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

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

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

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

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

               a.   BanRenta   Compania  de  Seguros  de  Vida,  S.A.  (a  Chile
                    Corporation).

          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.

Item 26.       Number of Holders of Securities - As of:  November 30, 1997

                     (1)                                       (2)
               Title of Class                             Number of Holders
                   Principal Government Securities Fund, Inc.
               Common                                           1

Item 27.       Indemnification

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

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

               1.    Was committed in bad faith; or

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

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


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

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

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

Item 28.  Business or Other Connection of Investment Adviser

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

     Craig R. Barnes              The Principal     President and Director
     Vice President               Financial Group   Invista Capital
                                  Des Moines, Iowa  Management, Inc.
                                  50392

    *Craig L. Bassett                               See Part B
     Treasurer


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


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

     Ray S. Crabtree              Same              Executive Vice President
     Director                                       Principal Mutual Life
                                                    Insurance Company

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

    *Arthur S. Filean             Same              See Part B
     Vice President


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

     Michael H. Gersie            Same              Senior Vice President
     Director                                       Principal Mutual Life
                                                    Insurance Company

    *Ernest H. Gillum             Same              See Part B
     Assistant Vice President
     - Registered Products

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

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

     Ronald E. Keller             Same              Executive Vice President
     Director                                       Principal Mutual Life
                                                    Insurance Company

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

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

     Elizabeth R. Ring            Same              Controller
     Controller                                     Princor Financial Services
                                                    Corporation

    *Michael D. Roughton          Same              See Part B
     Counsel

     Charles E. Rohm              Same              Executive Vice President
     Director                                       Principal Mutual Life
                                                    Insurance Company

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

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

     Princor  Management  Corporation  serves as investment adviser and dividend
disbursing  and transfer  agent for,  Principal  Aggressive  Growth Fund,  Inc.,
Principal Asset Allocation Fund, Inc.,  Principal Balanced Fund, Inc., Principal
Bond Fund, Inc.,  Principal Capital  Accumulation Fund, Inc., Principal Emerging
Growth Fund, Inc., Principal Government  Securities Fund, Inc., Principal Growth
Fund, Inc.,  Principal High Yield Fund, Inc., Principal Money Market Fund, Inc.,
Principal  Special  Markets Fund,  Inc.,  Principal  World Fund,  Inc.,  Princor
Balanced Fund,  Inc.,  Princor Blue Chip Fund,  Inc.,  Princor Bond Fund,  Inc.,
Princor Capital  Accumulation  Fund,  Inc.,  Princor Cash Management Fund, Inc.,
Princor Emerging Growth Fund, Inc., Princor  Government  Securities Income Fund,
Inc.,  Princor  Growth  Fund,  Inc.,  Princor High Yield Fund,  Inc.,  Principal
International  Emerging Markets Fund,  Inc.,  Principal  International  SmallCap
Fund, Inc.,  Princor Limited Term Bond Fund, Inc., Princor Tax-Exempt Bond Fund,
Inc.,  Princor  Tax-Exempt Cash Management Fund, Inc.,  Princor  Utilities Fund,
Inc. and Princor  World Fund,  Inc. - funds  sponsored by Principal  Mutual Life
Insurance Company.

Item 29.       Principal Underwriters

     (a) Princor  Financial  Services  Corporation,  principal  underwriter  for
Registrant, acts as principal underwriter for, Principal Aggressive Growth Fund,
Inc.,  Principal Asset  Allocation Fund,  Inc.,  Principal  Balanced Fund, Inc.,
Principal Bond Fund, Inc.,  Principal Capital Accumulation Fund, Inc., Principal
Emerging  Growth  Fund,  Inc.,  Principal  Government   Securities  Fund,  Inc.,
Principal  Growth Fund, Inc.,  Principal High Yield Fund, Inc.,  Principal Money
Market Fund, Inc.,  Principal Special Markets Fund, Inc.,  Principal World Fund,
Inc.,  Princor Balanced Fund, Inc.,  Princor Blue Chip Fund, Inc.,  Princor Bond
Fund, Inc.,  Princor Capital  Accumulation  Fund, Inc.,  Princor Cash Management
Fund, Inc., Princor Emerging Growth Fund, Inc.,  Princor  Government  Securities
Income Fund,  Inc.,  Princor Growth Fund,  Inc.,  Princor High Yield Fund, Inc.,
Principal  International  Emerging Markets Fund, Inc.,  Principal  International
SmallCap Fund, Inc.,  Princor Limited Term Bond Fund, Inc.,  Princor  Tax-Exempt
Bond  Fund,  Inc.,  Princor  Tax-Exempt  Cash  Management  Fund,  Inc.,  Princor
Utilities  Fund,  Inc.,  Princor  World  Fund,  Inc.  and for  variable  annuity
contracts  participating  in Principal  Mutual Life Insurance  Company  Separate
Account B, a registered  unit investment  trust for retirement  plans adopted by
public school systems or certain  tax-exempt  organizations  pursuant to Section
403(b) of the Internal  Revenue  Code,  Section 457  retirement  plans,  Section
401(a) retirement plans, certain non- qualified deferred  compensation plans and
Individual  Retirement  Annuity  Plans  adopted  pursuant to  Section408  of the
Internal  Revenue Code,  and for variable  life  insurance  contracts  issued by
Principal  Mutual Life  Insurance  Company  Variable  Life Separate  Account,  a
registered unit investment trust.

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

     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          Senior Vice President and      Vice President
     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 -                None
     The Principal            Investment Network
     Financial Group
     Des Moines, IA 50392

     Ray S. Crabtree          Director                       None
     The Principal
     Financial Group
     Des Moines, IA 50392

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

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

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

     Michael H. Gersie        Director                       None
     The Principal
     Financial Group
     Des Moines, IA 50392

     Ernest H. Gillum         Assistant Vice President -     Assistant
     The Principal            Registered Products            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

     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

     Ronald E. Keller         Director                       Director
     The Principal
     Financial Group
     Des Moines, IA 50392

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

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

     Mark M. Oswald           Compliance Officer             None
     The Principal
     Financial Group
     Des Moines, IA 50392

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

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

     Charles E. Rohm          Director                       None
     The Principal
     Financial Group
     Des Moines, IA 50392

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

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

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

     Susan R. Sorensen        Marketing 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  Mutual
Life Insurance Company home office building,  The Principal Financial Group, Des
Moines, Iowa 50392.

Item 31.       Management Services

               Inapplicable.

Item 32.       Undertakings

               Indemnification

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

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

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

               Shareholder Communications

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

               Delivery of Annual Report to Shareholders

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


     Pursuant  to  the  requirements  of the  Securities  Act of  1933  and  the
Investment Company Act of 1940 the Registrant certifies that it meets all of the
requirments for effectiveness of this Registration Statement and 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 15th day of December, 1997.


                                      Principal Government Securities 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
<PAGE>
     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              12/15/97
S. L. Jones                        (Principal Executive Officer)      __________



   (J. B. Griswell)*
_____________________________      Director and                        12/15/97
J. B. Griswell                     Chairman of the Board              __________


/s/ M. J. Beer
_____________________________      Financial Officer (Principal        12/15/97
M. J. Beer                         Financial and Accounting Officer)  __________


   (J. D. Davis)*                  
_____________________________      Director                            12/15/97
J. D. Davis                                                           __________


   (R. W. Erhle)*                  
_____________________________      Director                            12/15/97
R. W. Ehrle                                                           __________


   (P. A. Ferguson)*               
_____________________________      Director                            12/15/97
P. A. Ferguson                                                        __________


   (R. W. Gilbert)*                  
_____________________________      Director                            12/15/97
R. W. Gilbert                                                         __________


   (R. E. Keller)*               
_____________________________      Director                            12/15/97
R. E. Keller                                                          __________


   (B. A. Lukavsky)*
_____________________________      Director                            12/15/97
B. A. Lukavsky                                                        __________


   (R. G. Peebler)*
_____________________________      Director                            12/15/97
R. G. Peebler                                                         __________



                                        *By    /s/ S. L. Jones
                                           _____________________________________
                                           S. L. Jones
                                           President and Director


                                           Pursuant to Powers of Attorney
                                           Previously Filed or Included 

ERNST & YOUNG LLP               Suite 3400                   Phone: 515 243 2727
                                801 Grand Avenue 
                                Des Moines, Iowa 50309-2764




                         Consent of Independent Auditors





The Board of Directors and Shareholders
Principal Government Securities Fund, Inc.


We  consent  to  the  reference  to  our  firm  under  the  captions  "Financial
Highlights" and "Additional  Information - 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 January 17, 1997 on the
financial statements and the financial highlights of Principal Aggressive Growth
Fund, Inc.,  Principal Asset Allocation  Fund,  Inc.,  Principal  Balanced Fund,
Inc.,  Principal Bond Fund, Inc.,  Principal  Capital  Accumulation  Fund, Inc.,
Principal  Emerging Growth Fund,  Inc.,  Principal  Government  Securities Fund,
Inc.,  Principal Growth Fund, Inc.,  Principal High Yield Fund, Inc.,  Principal
Money Market Fund,  Inc., and Principal World Fund, Inc., in this Post Effective
Amendment No. 14 to Form N-1A Registration Statement under the Securities Act of
1933 (No.  33-10362)  and this  Amendment No. 14 to the  Registration  Statement
under the Investment Company Act of 1940 (No. 811-4916) of Principal  Government
Securities Fund, Inc.

                                                           /s/ Ernst & Young LLP

Des Moines, Iowa
December 17, 1997

Ernst & Young LLP is a member of Ernst & Young International, Ltd.


A MESSAGE FROM THE PRESIDENT

To Principal Mutual Life Insurance Company Customers

Through year-end,  U.S.  financial markets turned in positive results.  However,
there were some bumps along the way. Mid-year, equity and fixed-income investors
experienced  a rather  precipitous  decline  fueled by mixed  economic  data and
concerns about rising interest rates.  These fears were quelled when the Federal
Reserve  met  December  17 and chose to leave  interest  rates  unchanged.  As a
result, both equity and fixed-income markets ended the year well.

Through December 31, 1996, the Dow Jones Industrial  Average returned 28.79% and
the  Standard  & Poor's  500 Index  returned  22.96%  (the Dow Jones  Industrial
Average and the S&P 500 are unmanaged  indexes  comprised of common stocks.  One
cannot invest directly into these or any other index).  Markets outside the U.S.
showed mixed results.  Included among the regions which posted strongest returns
were Europe,  Asia (excluding  Japan) and Latin America.  Most market experts do
not expect  domestic  inflation  rates to elevate in 1997.  Assuming this proves
true,  investors should continue to enjoy a relatively stable market environment
though past performance is never a guarantee of future investment results.

The Principal Mutual Funds are used exclusively as underlying investments within
several  different  Principal Mutual Life Insurance  Company variable  insurance
products.  Please see your contract  prospectus  for a description  of the Funds
specifically available in your contract.

Principal  Mutual  Life  Insurance  Company  continues  to seek to  provide  our
customers with top-level  service and good quality variable annuity and variable
life contracts. We are pleased to have you as a contract owner, and look forward
to a successful 1997.

Sincerely,

/s/ Stephan L. Jones

Stephan L. Jones
President


<PAGE>
CONTENTS

                                                                     Page
Financial Statements and Financial Highlights
     Statements of Assets and Liabilities..........................    2
     Statements of Operations .....................................    4
     Statements of Changes in Net Assets...........................    6
     Notes to Financial Statements.................................   10
     Schedules of Investments
         Principal Aggressive Growth Fund, Inc.....................   18
         Principal Asset Allocation Fund, Inc......................   19
         Principal Balanced Fund, Inc..............................   26
         Principal Bond Fund, Inc..................................   29
         Principal Capital Accumulation Fund, Inc..................   31
         Principal Emerging Growth Fund, Inc.......................   33
         Principal Government Securities Fund, Inc.................   36
         Principal Growth Fund, Inc................................   36
         Principal High Yield Fund, Inc............................   39
         Principal Money Market Fund, Inc..........................   40
         Principal World Fund, Inc.................................   42
     Financial Highlights..........................................   46
     Report of Independent Auditors................................   52
<PAGE>
<TABLE>
<CAPTION>
December 31, 1996

STATEMENTS OF ASSETS AND LIABILITIES

                                                            Principal       Principal                                              
                                                           Aggressive         Asset         Principal       Principal              
                                                             Growth        Allocation       Balanced           Bond                
                                                           Fund, Inc.      Fund, Inc.      Fund, Inc.       Fund, Inc.             

<S>                                                        <C>             <C>              <C>              <C>                   
Investment in securities -- at cost...................     $78,439,912     $55,636,193      $84,420,596      $61,453,159           

Assets
Investment in securities -- at value (Note 4).........     $86,237,711     $59,227,847      $93,206,906      $62,634,312           
Cash .................................................       4,786,330       4,571,515          10,351           81,407            
Receivables:
     Dividends and interest...........................         188,774         317,109          751,024        1,223,103           
     Investment securities sold.......................         179,111         134,816         --               --                 
     Capital Stock sold...............................         384,877             799          214,787           90,272           

                                          Total Assets      91,776,803      64,252,086       94,183,068       64,029,094           

Liabilities
Accrued expenses......................................          18,905          18,593           14,885            8,448           
Payables:
     Dividends and distributions to shareholders......       1,582,605       2,553,927        1,008,939          633,016           
     Investment securities purchased..................          69,744          48,428         --               --                 
     Capital Stock reacquired.........................         --              --                 1,575            1,069           

                                     Total Liabilities       1,671,254       2,620,948        1,025,399          642,533           

Net Assets Applicable to Outstanding Shares    .......     $90,105,549     $61,631,138      $93,157,669      $63,386,561           

Capital Stock (par value: $.01  a share)

Shares authorized.....................................     100,000,000     100,000,000      100,000,000      100,000,000           
Shares issued and outstanding.........................       6,204,681       5,369,370        6,452,156        5,596,601           

Net Asset Value Per Share   ..........................          $14.52          $11.48           $14.44           $11.33           

Net Assets Consist of:
Capital Stock......................................... $        62,047  $       53,693  $        64,522   $       55,966           
Additional paid-in capital............................      79,340,934      56,841,171       84,240,355       62,384,524           
Accumulated undistributed net investment income.......           4,793          18,594           23,644           36,471           
Accumulated undistributed net realized
     gain (loss) from:
     Investment transactions .........................       2,899,976       1,126,026           42,838         (271,553)          
     Foreign currency transactions....................         --              --              --               --                 
Net unrealized appreciation of investments............       7,797,799       3,591,654        8,786,310        1,181,153           
Net unrealized appreciation on translation
     of assets and liabilities in foreign currencies..         --              --              --               --                 

                                      Total Net Assets     $90,105,549     $61,631,138      $93,157,669      $63,386,561           
</TABLE>


<TABLE>
<CAPTION>
December 31, 1996

STATEMENTS OF ASSETS AND LIABILITIES                   
                                                     
                                                             Principal        Principal       Principal                    
                                                              Capital         Emerging       Government        Principal   
                                                           Accumulation        Growth        Securities         Growth     
                                                            Fund, Inc.       Fund, Inc.      Fund, Inc.       Fund, Inc.   
                                                                                                                           
<S>                                                         <C>             <C>               <C>             <C>          
Investment in securities -- at cost...................      $174,212,683    $109,056,629      $84,463,498     $86,112,332  
                                                                                                                           
Assets                                                                                                                     
Investment in securities -- at value (Note 4).........      $206,483,512    $136,886,546      $85,325,737     $98,944,796  
Cash .................................................            10,932          16,620            2,332          36,055  
Receivables:                                                                                                               
     Dividends and interest...........................           340,103          99,086          813,492         116,039  
     Investment securities sold.......................          --               --              --               --       
     Capital Stock sold...............................           484,518         199,597            6,295         543,229  
                                                                                                                           
                                          Total Assets       207,319,065     137,201,849       86,147,856      99,640,119  
                                                                                                                           
Liabilities                                                                                                                
Accrued expenses......................................            21,554          20,199           11,346          12,189  
Payables:                                                                                                                  
     Dividends and distributions to shareholders......           154,951          20,592           54,266          15,763  
     Investment securities purchased..................         2,124,032         --              981,875          --       
     Capital Stock reacquired.........................          --                   177              511             257  
                                                                                                                           
                                     Total Liabilities         2,300,537          40,968        1,047,998          28,209  
                                                                                                                           
Net Assets Applicable to Outstanding Shares    .......      $205,018,528    $137,160,881      $85,099,858     $99,611,910  
                                                                                                                           
Capital Stock (par value: $.01  a share)                                                                                   
                                                                                                                           
Shares authorized.....................................       100,000,000     100,000,000      100,000,000     100,000,000  
Shares issued and outstanding.........................         6,869,636       4,611,789        8,255,462       7,222,342  
                                                                                                                           
Net Asset Value Per Share   ..........................            $29.84          $29.74           $10.31          $13.79  
                                                                                                                           
Net Assets Consist of:                                                                                                     
Capital Stock.........................................  $         68,696$         46,118   $       82,555  $       72,223  
Additional paid-in capital............................       165,254,680     108,816,480       84,726,691      86,696,904  
Accumulated undistributed net investment income.......            35,319          13,018           45,745           7,936  
Accumulated undistributed net realized                                                                                     
     gain (loss) from:                                                                                                     
     Investment transactions .........................         7,389,004         455,348         (617,372)          2,383  
     Foreign currency transactions....................          --               --              --               --       
Net unrealized appreciation of investments............        32,270,829      27,829,917          862,239      12,832,464  
Net unrealized appreciation on translation                                                                                 
     of assets and liabilities in foreign currencies..          --               --              --               --       
                                                                                                                           
                                      Total Net Assets      $205,018,528    $137,160,881      $85,099,858     $99,611,910  
</TABLE>

<TABLE>
<CAPTION>
December 31, 1996

STATEMENT OF NET ASSETS

                                                          Principal        Principal                     
                                                            High             Money         Principal     
                                                            Yield           Market           World       
                                                         Fund, Inc.       Fund, Inc.      Fund, Inc.     
                                                                                                         
<S>                                                      <C>              <C>             <C>            
Investment in securities -- at cost...................   $12,972,448      $46,091,909     $60,080,919    
                                                                                                         
Assets                                                                                                   
Investment in securities -- at value (Note 4).........   $13,432,735      $46,091,909     $71,842,712    
Cash .................................................        19,746           50,823          49,386    
Receivables:                                                                                             
     Dividends and interest...........................       291,159          135,595         144,486    
     Investment securities sold.......................       --               --              --         
     Capital Stock sold...............................           243          229,207          57,322    
                                                                                                         
                                          Total Assets    13,743,883       46,507,534      72,093,906    
                                                                                                         
Liabilities                                                                                              
Accrued expenses......................................         3,540            9,317          33,160    
Payables:                                                                                                
     Dividends and distributions to shareholders......       --               --               27,452    
     Investment securities purchased..................       --               --              351,045    
     Capital Stock reacquired.........................       --               253,968             234    
                                                                                                         
                                     Total Liabilities         3,540          263,285         411,891    
                                                                                                         
Net Assets Applicable to Outstanding Shares    .......   $13,740,343      $46,244,249     $71,682,015    
                                                                                                         
Capital Stock (par value: $.01  a share)                                                                 
                                                                                                         
Shares authorized.....................................   100,000,000      500,000,000     100,000,000    
Shares issued and outstanding.........................     1,575,423       46,244,249       5,503,994    
                                                                                                         
Net Asset Value Per Share   ..........................         $8.72           $1.000          $13.02    
                                                                                                         
Net Assets Consist of:                                                                                   
Capital Stock.........................................   $    15,754      $   462,443     $    55,040    
Additional paid-in capital............................    14,248,237       45,781,806      59,603,313    
Accumulated undistributed net investment income.......        11,449          --               24,004    
Accumulated undistributed net realized                                                                   
     gain (loss) from:                                                                                   
     Investment transactions .........................      (995,384)         --              246,459    
     Foreign currency transactions....................       --               --               (9,568)   
Net unrealized appreciation of investments............       460,287          --           11,761,793    
Net unrealized appreciation on translation                                                               
     of assets and liabilities in foreign currencies..       --               --                  974    
                                                                                                         
                                      Total Net Assets   $13,740,343      $46,244,249     $71,682,015    

<FN>
See accompanying notes.                                                                                                         
</FN>
</TABLE>
                                                      

<PAGE>
<TABLE>
<CAPTION>
Year Ended December 31, 1996

STATEMENTS OF OPERATIONS

                                                Principal    Principal                                  
                                               Aggressive      Asset       Principal   Principal        
                                                 Growth     Allocation     Balanced       Bond          
                                               Fund, Inc.   Fund, Inc.    Fund, Inc.   Fund, Inc.       

Net Investment Income
Income:
<S>                                            <C>           <C>          <C>          <C>              
    Dividends................................  $  930,715    $ 753,540    $ 934,378    $   --           
    Less: Withholding tax on foreign dividends      --           --           --           --           
    Interest.................................     237,430    1,547,262    1,923,042     3,923,811       

                                Total Income    1,168,145    2,300,802    2,857,420     3,923,811       

Expenses:
    Management and investment advisory
        fees (Note 3)........................     491,699      425,427      420,010       260,242       
    Custodian fees...........................      20,187       29,779       11,314         5,711       
    Directors' fees..........................       7,904        7,930        7,927         7,830       
    Other....................................       1,331        1,332        1,502         1,327       

                              Total Expenses      521,121      464,468      440,753       275,110       

                       Net Investment Income      647,024    1,836,334    2,416,667     3,648,701       

Net Realized and Unrealized Gain (Loss) on 
Investments and Foreign  Currency Net
realized gain (loss) from:
    Investment transactions..................  10,016,661    4,149,766    4,291,386        24,994       
    Foreign currency transactions............      --           --            --           --           
Net increase (decrease) in unrealized 
appreciation/depreciation on:
    Investments .............................   5,099,753      715,006    3,030,866    (1,454,206)      
    Translation of assets and liabilities in
         foreign currencies..................      --           --            --           --           

    Net Realized and Unrealized Gain (Loss)
         on Investments and Foreign Currency   15,116,414    4,864,772    7,322,252    (1,429,212)      

                 Net Increase in Net Assets
                   Resulting from Operations  $15,763,438   $6,701,106   $9,738,919    $2,219,489       
</TABLE>


<TABLE>
<CAPTION>
Year Ended December 31, 1996

STATEMENTS OF OPERATIONS                      
                                              
                                                    Principal    Principal     Principal               
                                                     Capital     Emerging     Government    Principal  
                                                  Accumulation    Growth      Securities     Growth    
                                                   Fund, Inc.   Fund, Inc.    Fund, Inc.   Fund, Inc.  
                                                                                                       
Net Investment Income                                                                                  
Income:                                                                                                
<S>                                            <C>              <C>           <C>          <C>         
    Dividends................................  $    4,025,859   $  754,816    $   --       $   971,440 
    Less: Withholding tax on foreign dividends          --           --           --             --    
    Interest.................................         324,117      879,048    5,055,471       556,688  
                                                                                                       
                                Total Income        4,349,976    1,633,864    5,055,471     1,528,128  
                                                                                                       
Expenses:                                                                                              
    Management and investment advisory                                                                 
        fees (Note 3)........................         816,437      606,697      360,968       357,833  
    Custodian fees...........................           6,391        8,735        7,542         4,742  
    Directors' fees..........................           7,877        7,905        7,887         7,602  
    Other....................................           1,376        1,550        1,351         1,276  
                                                                                                       
                              Total Expenses          832,081      624,887      377,748       371,453  
                                                                                                       
                       Net Investment Income        3,517,895    1,008,977    4,677,723     1,156,675  
                                                                                                       
Net Realized and Unrealized Gain (Loss) on                                                             
Investments and Foreign  Currency Net                                                                  
realized gain (loss) from:                                                                             
    Investment transactions..................      26,628,772    1,954,051       98,466       242,899  
    Foreign currency transactions............         --            --            --           --      
Net increase (decrease) in unrealized                                                                  
appreciation/depreciation on:                                                                          
    Investments .............................       6,846,493   15,461,368   (1,337,219)    7,550,339  
    Translation of assets and liabilities in                                                           
         foreign currencies..................         --            --            --           --      
                                                                                                       
    Net Realized and Unrealized Gain (Loss)                                                            
         on Investments and Foreign Currency       33,475,265   17,415,419   (1,238,753)    7,793,238  
                                                                                                       
                 Net Increase in Net Assets                                                            
                   Resulting from Operations      $36,993,160  $18,424,396  $ 3,438,970    $8,949,913  
</TABLE>

                                                                       
<TABLE>
<CAPTION>
Year Ended December 31, 1996

STATEMENTS OF OPERATIONS                                                       
                                                                  
                                                   Principal    Principal                       
                                                     High         Money       Principal         
                                                     Yield       Market         World           
                                                  Fund, Inc.   Fund, Inc.    Fund, Inc.         
                                                                                                
Net Investment Income                                                                           
Income:                                                                                         
<S>                                              <C>           <C>        <C>                   
    Dividends................................    $   --        $   --     $  1,385,001          
    Less: Withholding tax on foreign dividends       --            --         (169,435)         
    Interest.................................     1,241,012     2,321,335      381,561          
                                                                                                
                                Total Income      1,241,012     2,321,335    1,597,127          
                                                                                                
Expenses:                                                                                       
    Management and investment advisory                                                          
        fees (Note 3)........................        75,111       208,822      376,123          
    Custodian fees...........................         3,517        13,843       65,966          
    Directors' fees..........................         7,851         8,091        7,915          
    Other....................................         1,332         1,490        1,357          
                                                                                                
                              Total Expenses         87,811       232,246      451,361          
                                                                                                
                       Net Investment Income      1,153,201     2,089,089    1,145,766          
                                                                                                
Net Realized and Unrealized Gain (Loss) on                                                      
Investments and Foreign  Currency Net                                                           
realized gain (loss) from:                                                                      
    Investment transactions..................       210,672        --          875,641          
    Foreign currency transactions............        --            --           (9,568)         
Net increase (decrease) in unrealized                                                           
appreciation/depreciation on:                                                                   
    Investments .............................       218,620        --        9,714,799          
    Translation of assets and liabilities in                                                    
         foreign currencies..................        --            --              495          
                                                                                                
    Net Realized and Unrealized Gain (Loss)                                                     
         on Investments and Foreign Currency        429,292        --       10,581,367          
                                                                                                
                 Net Increase in Net Assets                                                     
                   Resulting from Operations     $1,582,493   $2,089,089   $11,727,133          
                                              
<FN>
See accompanying notes.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Years Ended December 31

STATEMENTS  OF  CHANGES IN NET ASSETS

                                                                  Principal                         Principal                 
                                                              Aggressive Growth                 Asset Allocation              
                                                                 Fund, Inc.                        Fund, Inc.                 
                                                                                                                              
                                                              1996         1995                 1996          1995            
                                                                                                                              
Operations                                                                                                                    
<S>                                                        <C>          <C>                  <C>            <C>               
Net investment income.......................               $   647,024  $   302,552          $ 1,836,334    $ 1,387,625       
Net realized gain (loss) from                                                                                                 
  investment transactions                                   10,016,661    4,905,174            4,149,766      1,628,048       
Net increase (decrease) in unrealized appreciation/                                                                           
     depreciation on investments and translation of                                                                           
     assets and liabilities in foreign currencies            5,099,753    2,660,711              715,006      3,340,632       
                                                                                                                              
                  Net Increase in Net Assets                                                                                  
                   Resulting from Operations                15,763,438    7,868,437            6,701,106      6,356,305       
                                                                                                                              
Dividends and Distributions to Shareholders                                                                                   
From net investment income..................                  (642,821)    (305,795)          (1,837,566)    (1,398,405)      
From net realized gain on investments and foreign                                                                             
      currency transactions.................                (8,672,973)  (3,377,897)          (3,447,188)    (1,026,374)      
                                                                                                                              
                                                            (9,315,794)  (3,683,692)          (5,284,754)    (2,424,779)      
                                                                                                                              
Capital Share Transactions (Note 5)                                                                                           
Shares sold.................................                54,678,368   14,807,229           20,370,526      7,552,421       
Shares issued in reinvestment of dividends                                                                                    
     and distributions......................                 7,733,190    3,683,692            2,730,827      2,424,779       
Shares redeemed.............................               (12,396,594)  (2,803,211)          (3,960,605)      (875,745)      
                                                                                                                              
  Net Increase (Decrease) in Net Assets from                                                                                  
                  Capital Share Transactions                50,014,964   15,687,710           19,140,748      9,101,455       
                                                                                                                              
                              Total Increase                56,462,608   19,872,455           20,557,100     13,032,981       
                                                                                                                              
Net Assets                                                                                                                    
Beginning of period.........................                33,642,941   13,770,486           41,074,038     28,041,057       
                                                                                                                              
End of period (including undistributed net                                                                                    
     investment income as set forth below)..               $90,105,549  $33,642,941          $61,631,138    $41,074,038       
                                                                                                                              
Undistributed Net Investment Income.........               $     4,793  $     3,483          $    18,594    $    19,826       
</TABLE>


<TABLE>
<CAPTION>
Years Ended December 31

STATEMENTS  OF  CHANGES IN NET ASSETS

                                                                  Principal                            Principal                 
                                                                   Balanced                               Bond                    
                                                                  Fund, Inc.                           Fund, Inc.                 
                                                                                                                             
                                                            1996            1995                  1996          1995             

Operations                                                                                                                   
<S>                                                      <C>             <C>                  <C>           <C>                  
Net investment income.......................             $  2,416,667    $ 1,419,736          $  3,648,701  $ 1,790,567          
Net realized gain (loss) from                                                                                                
  investment transactions                                   4,291,386      1,509,204                24,994     (178,683)         
Net increase (decrease) in unrealized appreciation/                                                                          
     depreciation on investments and translation of                                                                          
     assets and liabilities in foreign currencies           3,030,866      4,627,533            (1,454,206)   3,151,543          
                                                                                                                             
                  Net Increase in Net Assets                                                                                 
                   Resulting from Operations                9,738,919      7,556,473             2,219,489    4,763,427        
                                                                                                                             
Dividends and Distributions to Shareholders                                                                                  
From net investment income..................               (2,404,163)    (1,419,914)           (3,612,230)  (1,807,251)       
From net realized gain on investments and foreign                                                                            
      currency transactions.................               (5,078,241)    (1,126,793)               --           --            
                                                                                                                             
                                                           (7,482,404)    (2,546,707)           (3,612,230)  (1,807,251)       
                                                                                                                             
Capital Share Transactions (Note 5)                                                                                          
Shares sold.................................               51,227,505     18,469,155            38,212,107   15,942,301        
Shares issued in reinvestment of dividends                                                                                   
     and distributions......................                6,103,434      1,530,787             2,979,214    1,815,744        
Shares redeemed.............................              (11,833,111)    (4,649,589)          (12,289,678)  (1,944,884)       
                                                                                                                             
  Net Increase (Decrease) in Net Assets from                                                                                 
                  Capital Share Transactions               45,497,828     15,350,353            28,901,643   15,813,161        
                                                                                                                             
                              Total Increase               47,754,343     20,360,119            27,508,902   18,769,337        
                                                                                                                             
Net Assets                                                                                                                   
Beginning of period.........................               45,403,326     25,043,207            35,877,659   17,108,322        
                                                                                                                             
End of period (including undistributed net                                                                                   
     investment income as set forth below)..             $ 93,157,669    $45,403,326          $ 63,386,561  $35,877,659        
                                                                                                                             
Undistributed Net Investment Income.........             $     23,644    $    11,765          $     36,471  $       --        
</TABLE>

<TABLE>
<CAPTION>
Years Ended December 31

STATEMENTS  OF  CHANGES IN NET ASSETS


                                                                    Principal             
                                                             Capital Accumulation        
                                                                   Fund, Inc.             
                                                                                     
                                                               1996          1995        
                                                                                     
Operations                                                                           
<S>                                                       <C>             <C>             
Net investment income.......................              $  3,517,895    $  2,706,864    
Net realized gain (loss) from                                                        
  investment transactions                                   26,628,772      11,294,865    
Net increase (decrease) in unrealized appreciation/                                  
     depreciation on investments and translation of                                  
     assets and liabilities in foreign currencies            6,846,493      19,225,574    
                                                                                     
                  Net Increase in Net Assets                                         
                   Resulting from Operations                36,993,160      33,227,303  
                                                                                     
Dividends and Distributions to Shareholders                                          
From net investment income..................                (3,541,996)     (2,707,756) 
From net realized gain on investments and foreign                                    
      currency transactions.................               (22,300,640)    (10,552,706) 
                                                                                     
                                                           (25,842,636)    (13,260,462) 
                                                                                     
Capital Share Transactions (Note 5)                                                  
Shares sold.................................                81,833,141      38,113,651  
Shares issued in reinvestment of dividends                                           
     and distributions......................                25,659,931      13,137,194  
Shares redeemed.............................               (49,264,748)    (56,149,805) 
                                                                                     
  Net Increase (Decrease) in Net Assets from                                         
                  Capital Share Transactions                58,228,324      (4,898,960) 
                                                                                     
                              Total Increase                69,378,848      15,067,881  
                                                                                     
Net Assets                                                                           
Beginning of period.........................               135,639,680     120,571,799  
                                                                                     
End of period (including undistributed net                                           
     investment income as set forth below)..              $205,018,528    $135,639,680  
                                                                                     
Undistributed Net Investment Income.........              $     35,319    $     59,420  
</TABLE>
                                                     
<TABLE>
<CAPTION>
Years Ended December 31

STATEMENTS  OF  CHANGES IN NET ASSETS

                                                                               Principal                      Principal         
                                                                            Emerging Growth             Government Securities   
                                                                              Fund, Inc.                     Fund, Inc.         
                                                                      
                                                                      
                                                                      
                                                                      
                                                                          1996           1995            1996          1995     
                                                                      
Operations                                                            
<S>                                                                  <C>            <C>             <C>            <C>           
Net investment income........................................        $  1,008,977   $   502,095     $ 4,677,723    $ 2,727,198   
Net realized gain (loss) from investment transactions........           1,954,051     1,202,668          98,466        (41,117)  
Net realized (loss) from foreign currency transactions.......              --             --              --            --      
Net increase (decrease) in unrealized appreciation/depreciation       
     on investments and translation of assets and                     
     liabilities in foreign currencies.......................          15,461,368     8,417,614      (1,337,219)     4,199,844   
                                                                      
        Net Increase in Net Assets Resulting from Operations           18,424,396    10,122,377       3,438,970      6,885,925   
                                                                      
Dividends and Distributions to Shareholders                           
From net investment income...................................          (1,000,544)     (496,559)     (4,644,240)    (2,764,369)  
Excess distribution of net investment income (Note 1)........              --             --              --            --      
From net realized gain on investments                                 
and foreign currency transactions                                      (2,245,806)     (473,643)        --            --        
                                                                      
                                                                       (3,246,350)     (970,202)     (4,644,240)    (2,764,369)  
                                                                      
Capital Share Transactions (Note 5)                                   
Shares sold..................................................          78,710,392    33,010,562      47,002,706     24,755,653   
Shares issued in reinvestment of dividends                            
     and distributions.......................................           3,177,572       825,122       4,589,974      2,708,209   
Shares redeemed..............................................         (18,425,569)   (8,379,384)    (15,367,021)   (17,627,312)  
                                                                      
                            Net Increase in Net Assets from           
                                 Capital Shares Transactions           63,462,395    25,456,300      36,225,659      9,836,550   
                                                                      
                                              Total Increase           78,640,441    34,608,475      35,020,389     13,958,106   
                                                                      
Net Assets                                                            
Beginning of period..........................................          58,520,440    23,911,965      50,079,469     36,121,363   
                                                                      
End of period (including undistributed (overdistributed) net          
     investment income as set forth below)...................        $137,160,881   $58,520,440     $ 85,099,858   $50,079,469  
                                                                      
Undistributed (Overdistributed) Net Investment Income........        $     13,018   $     6,354     $     45,745   $    16,895  
</TABLE>
                                                               
<TABLE>
<CAPTION>
Years Ended December 31

STATEMENTS  OF  CHANGES IN NET ASSETS

                                                                           Principal                     Principal        
                                                                            Growth                      High Yield        
                                                                          Fund, Inc.                    Fund, Inc.        
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                      1996          1995            1996          1995    
                                                                                                                          
Operations                                                                                                                
<S>                                                               <C>           <C>             <C>           <C>         
Net investment income........................................     $ 1,156,675   $   572,297     $ 1,153,201   $   976,414 
Net realized gain (loss) from investment transactions........         242,899       298,608         210,672       (49,300)
Net realized (loss) from foreign currency transactions.......          --            --              --            --     
Net increase (decrease) in unrealized appreciation/depreciation                                                           
     on investments and translation of assets and                                                                         
     liabilities in foreign currencies.......................       7,550,339     5,280,826         218,620       664,483 
                                                                                                                          
        Net Increase in Net Assets Resulting from Operations        8,949,913     6,151,731       1,582,493     1,591,597 
                                                                                                                          
Dividends and Distributions to Shareholders                                                                               
From net investment income...................................      (1,148,740)     (566,536)     (1,116,648)     (991,915)
Excess distribution of net investment income (Note 1)........          --            --              --           (25,104)
From net realized gain on investments                                                                                     
and foreign currency transactions                                  (240,516)     (294,742)        --              --      
                                                                                                                          
                                                                   (1,389,256)     (861,278)     (1,116,648)   (1,017,019)
                                                                                                                          
Capital Share Transactions (Note 5)                                                                                       
Shares sold..................................................      55,634,083    29,355,706         437,560       673,188 
Shares issued in reinvestment of dividends                                                                                
     and distributions.......................................       1,373,493       753,669       1,116,648     1,017,019 
Shares redeemed..............................................      (7,663,844)   (5,778,425)       (109,643)     (131,664)
                                                                                                                          
                            Net Increase in Net Assets from                                                               
                                 Capital Shares Transactions       49,343,732    24,330,950       1,444,565     1,558,543 
                                                                                                                          
                                              Total Increase       56,904,389    29,621,403       1,910,410     2,133,121 
                                                                                                                          
Net Assets                                                                                                                
Beginning of period..........................................      42,707,521    13,086,118      11,829,933     9,696,812 
                                                                                                                          
End of period (including undistributed (overdistributed) net                                                              
     investment income as set forth below)...................     $99,611,910   $42,707,521     $13,740,343   $11,829,933 
                                                                                                                          
Undistributed (Overdistributed) Net Investment Income........     $     7,936   $     5,761     $    11,449   $   (25,104)
                                                                 
</TABLE>

<TABLE>
<CAPTION>
Years Ended December 31

STATEMENTS  OF  CHANGES IN NET ASSETS

                                                                              Principal                        Principal           
                                                                            Money Market                         World             
                                                                             Fund, Inc.                       Fund, Inc.           
                                                                                                                                   
                                                                        1996          1995               1996           1995       
                                                                                                                                   
Operations                                                                                                                         
<S>                                                                <C>            <C>                <C>            <C>            
Net investment income........................................      $  2,089,089   $ 1,502,142        $ 1,145,766    $   519,182    
Net realized gain (loss) from investment transactions........            --            --                875,641        174,169    
Net realized (loss) from foreign currency transactions.......            --            --                 (9,568)        (5,526)   
Net increase (decrease) in unrealized appreciation/depreciation                                                                    
     on investments and translation of assets and                                                                                  
     liabilities in foreign currencies.......................            --            --              9,715,294      2,574,265    
                                                                                                                                   
        Net Increase in Net Assets Resulting from Operations           2,089,089    1,502,142         11,727,133      3,262,090    
                                                                                                                                   
Dividends and Distributions to Shareholders                                                                                        
From net investment income...................................         (2,089,089)  (1,502,142)        (1,149,902)      (506,808)   
Excess distribution of net investment income (Note 1)........            --            --                 --             --        
From net realized gain on investments                                                                                              
and foreign currency transactions                                        --            --               (750,235)       (23,834)
                                                                                                                                   
                                                                      (2,089,089)  (1,502,142)        (1,900,137)      (530,642)   
                                                                                                                                   
Capital Share Transactions (Note 5)                                                                                                
Shares sold..................................................        119,544,896   94,151,329         38,889,383     15,630,379    
Shares issued in reinvestment of dividends                                                                                         
     and distributions.......................................          1,914,643    1,130,170          1,849,921        530,642    
Shares redeemed..............................................       (107,885,209) (91,983,464)        (9,449,905)    (2,072,943)   
                                                                                                                                   
                            Net Increase in Net Assets from                                                                        
                                 Capital Shares Transactions          13,574,330    3,298,035         31,289,399     14,088,078    
                                                                                                                                   
                                              Total Increase          13,574,330    3,298,035         41,116,395     16,819,526    
                                                                                                                                   
Net Assets                                                                                                                         
Beginning of period..........................................         32,669,919   29,371,884         30,565,620     13,746,094    
                                                                                                                                   
End of period (including undistributed (overdistributed) net                                                                       
     investment income as set forth below)...................      $  46,244,249  $32,669,919        $71,682,015    $30,565,620    
                                                                                                                                   
Undistributed (Overdistributed) Net Investment Income........      $     --       $    --            $    24,004    $    12,505    
                                                                                              
<FN>
See accompanying notes.
</FN>
</TABLE>
<PAGE>
December 31, 1996

NOTES TO FINANCIAL STATEMENTS

Principal Aggressive Growth Fund, Inc.
Principal Asset Allocation Fund, Inc.
Principal Balanced Fund, Inc.
Principal Bond Fund, Inc.
Principal Capital Accumulation Fund, Inc.
Principal Emerging Growth Fund, Inc.
Principal Government Securities Fund, Inc.
Principal Growth Fund, Inc.
Principal High Yield Fund, Inc.
Principal Money Market Fund, Inc.
Principal World Fund, Inc.


Note 1 -- Significant Accounting Policies

Principal  Aggressive Growth Fund, Inc.,  Principal Asset Allocation Fund, Inc.,
Principal  Balanced Fund,  Inc.,  Principal Bond Fund, Inc.,  Principal  Capital
Accumulation  Fund,  Inc.,  Principal  Emerging  Growth  Fund,  Inc.,  Principal
Government  Securities Fund, Inc.,  Principal Growth Fund, Inc.,  Principal High
Yield Fund,  Inc.,  Principal  Money Market Fund, Inc. and Principal World Fund,
Inc. (the "Funds") are registered  under the Investment  Company Act of 1940, as
amended, as open-end diversified  management investment companies and operate in
the mutual fund industry.

Principal Money Market Fund, Inc. values its securities at amortized cost, which
approximates  market.  Under the amortized cost method,  a security is valued by
applying a constant  amortization  to  maturity  of the  difference  between the
principal amount due at maturity and the cost of the security to the fund.

The other  funds  value  securities  for which  market  quotations  are  readily
available at market  value,  which is  determined  using the last  reported sale
price or, if no sales are reported, as is regularly the case for some securities
traded  over-the-counter,  the last  reported bid price.  When  reliable  market
quotations  are not considered to be readily  available,  which may be the case,
for example,  with respect to certain debt securities and preferred stocks,  the
investments  are valued by using market  quotations,  prices  provided by market
makers or estimates of market values  obtained from yield data and other factors
relating to instruments or securities with similar characteristics in accordance
with  procedures  established  in good faith by each fund's Board of  Directors.
Securities with remaining  maturities of 60 days or less are valued at amortized
cost, which approximates market.

With respect to Principal World Fund,  Inc., the value of foreign  securities in
foreign  currency amounts is expressed in U.S. dollars at the closing daily rate
of exchange.  The  identified  cost of the  portfolio  holdings is translated at
approximate  rates  prevailing  when  acquired.  Income and expense  amounts are
translated at approximate  rates  prevailing  when received or paid,  with daily
accruals of such amounts reported at approximate rates prevailing at the date of
valuation.

Since the carrying amount of the foreign securities in the Principal World Fund,
Inc. is determined  based on the exchange rate and market values at the close of
the period,  it is not  practicable  to isolate  that  portion of the results of
operations arising as a result of changes in the foreign exchange rates from the
fluctuations  arising from changes in the market prices of securities during the
period.

The Funds record investment transactions generally one day after the trade date.
The identified  cost basis has been used in determining the net realized gain or
loss from investment transactions and unrealized appreciation or depreciation of
investments.  The 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 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 the trade and
settlement  dates on securities  transactions,  and the  difference  between the
amount of dividends and foreign  withholding  taxes recorded on the fund's books
and the U.S.  dollar  equivalent of the amounts  actually  received or paid. Net
unrealized  foreign exchange gains and losses arise from changes in the value of
assets and liabilities  other than investments in securities at fiscal year end,
resulting from changes in the exchange rate.

With respect to Principal Money Market Fund, Inc., all net investment income and
any  realized  gains and losses from  investment  transactions  are  declared as
dividends  daily  to  shareholders  of  record  as of that  day.  Dividends  and
distributions to shareholders of the other funds are recorded on the ex-dividend
date.

Dividends and  distributions to shareholders  from net investment income and net
realized gain from investment and foreign  currency  transactions are determined
in  accordance  with  federal  income tax  regulations,  which may  differ  from
generally  accepted  accounting  principles.  To  the  extent  these  "book/tax"
differences  are  permanent  in nature  (i.e.  that they  result from other than
timing of recognition - "temporary"),  such amounts are reclassified  within the
capital  accounts  based  on  their  federal  tax-basis   treatment;   temporary
differences  do not  require  reclassification.  Reclassifications  made for the
years ended December 31, 1996 and 1995 were not material.

Due to the timing of dividend  distributions  and the  differences in accounting
for income and realized  gains  (losses)  for  financial  statement  and federal
income tax purposes, the fiscal year in which amounts are distributed may differ
from the year in which the income and realized  gains  (losses) are recorded for
financial statement purposes by the fund. The differences between the income and
gains  distributed on a book versus tax basis are shown as excess  distributions
of  net  investment   income  and  net  realized  gain  on  investments  in  the
accompanying Statements of Changes in Net Assets.

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

Note 2 -- Federal Income Taxes

No provision for federal income taxes is considered  necessary because each fund
is qualified as a "regulated investment company" under the Internal Revenue Code
and intends to distribute  each year,  substantially  all of its net  investment
income and realized  capital gains to  shareholders.  The cost of investments is
approximately  the same for both  federal  income  tax and  financial  reporting
purposes.

At  December  31,  1996,  Principal  Bond  Fund,  Inc.  had a net  capital  loss
carryforward  of  approximately  $272,000  expiring in 2002 and 2003.  Principal
Government  Securities  Fund,  Inc.  had  a net  capital  loss  carryforward  of
approximately  $617,000  expiring in 2002 and 2003.  Principal  High Yield Fund,
Inc. had a net capital loss  carryforward of approximately  $995,000 expiring in
1999 through 2003.

Note 3 -- Management Agreement and Transactions With Affiliates

The Funds have agreed to pay investment  advisory and management fees to Princor
Management  Corporation (wholly owned by Princor Financial Services Corporation,
a subsidiary  of  Principal  Mutual Life  Insurance  Company)  (the  "Manager"),
computed at an annual  percentage  rate of each fund's average daily net assets.
The  annual  rate  used in this  calculation  for  Principal  Bond  Fund,  Inc.,
Principal Capital Accumulation Fund, Inc., Principal Government Securities Fund,
Inc.,  Principal Growth Fund, Inc. and Principal Money Market Fund, Inc. is .50%
of the first $100 million of the fund's  average  daily net assets,  .45% of the
next $100  million of the fund's  average  daily net assets and .40% of the next
$100  million of the fund's  average  daily net assets.  The annual rate used in
this  calculation  for  Principal  Asset  Allocation  Fund,  Inc. and  Principal
Aggressive  Growth  Fund,  Inc. is .80% of the first $100  million of the fund's
average  daily net assets.  With respect to Principal  Balanced  Fund,  Inc. and
Principal High Yield Fund,  Inc., the annual rate used is .60% of the first $100
million  of the fund's  average  daily net  assets.  With  respect to  Principal
Emerging  Growth  Fund,  Inc.  the  annual  rate used is .65% of the first  $100
million of the fund's average daily net assets and .60% of the next $100 million
of the fund's  average daily net assets.  With respect to Principal  World Fund,
Inc.,  the annual  rate used is .75%,  of the first  $100  million of the fund's
average daily net assets.

Brokerage  commissions  were paid to  affiliates  by certain  of the  funds,  as
follows:

                                      Year Ended         Year Ended
                                      December 31,       December 31,
                                         1996               1995
                                               
  Principal Balanced Fund, Inc.         $  1,300            $  219
  Principal Capital Accumulation              
   Fund, Inc.                             10,262             3,885
  Principal Emerging Growth                             
   Fund, Inc.                               --                 910
  Principal Growth Fund, Inc.                438             4,252
  Principal World Fund, Inc.               3,176             2,207
                                       
All of the  shares of the Funds are owned by  Principal  Mutual  Life  Insurance
Company and/or one or more Separate Accounts  sponsored by Principal Mutual Life
Insurance Company.

Note 4 -- Investment Transactions

For the  year  ended  December  31,  1996,  the  cost of  investment  securities
purchased and proceeds from investment securities sold (not including short-term
investments and U.S. government securities) by the Funds were as follows:

                                                   Purchases          Sales

     Principal Aggressive Growth Fund, Inc.       $133,717,949      $93,952,732
     Principal Asset Allocation Fund, Inc.          65,579,307       48,240,538
     Principal Balanced Fund, Inc.                  37,879,789       13,472,831
     Principal Bond Fund, Inc.                      29,553,087          573,288
     Principal Capital Accumulation Fund, Inc.     115,353,668       79,662,349
     Principal Emerging Growth Fund, Inc.           61,139,785        7,036,586
     Principal Government Securities Fund, Inc.     22,704,172        3,422,418
     Principal Growth Fund, Inc.                    45,840,119        1,232,775
     Principal High Yield Fund, Inc.                 4,387,611        3,785,289
     Principal World Fund, Inc.                     35,669,393        5,508,800

At December 31, 1996, net  unrealized  appreciation  of investments  held by the
Funds was composed of the following:
                                 
<TABLE>
<CAPTION>
                                                          Gross Unrealized                   Net Unrealized
                                               ------------------------------------           Appreciation
                                               Appreciation          (Depreciation)          of Investments
<S>                                              <C>                <C>                       <C>        
Principal Aggressive Growth Fund, Inc.           $ 9,867,696        $ (2,069,897)             $ 7,797,799
Principal Asset Allocation Fund, Inc.              5,545,004          (1,953,350)               3,591,654
Principal Balanced Fund, Inc.                     10,173,472          (1,387,162)               8,786,310
Principal Bond Fund, Inc.                          1,802,455            (621,302)               1,181,153
Principal Capital Accumulation Fund, Inc.         36,534,795          (4,263,966)              32,270,829
Principal Emerging Growth Fund, Inc.              32,122,187          (4,292,270)              27,829,917
Principal Government Securities Fund, Inc.         1,617,334            (755,095)                 862,239
Principal Growth Fund, Inc.                       17,905,917          (5,073,453)              12,832,464
Principal High Yield Fund, Inc.                      518,776             (58,489)                 460,287
Principal World Fund, Inc.                        13,790,582          (2,028,789)              11,761,793
</TABLE>
                                                                       
Principal  Government  Securities Fund, Inc. may trade portfolio securities on a
"to-be-announced"  (TBA)  basis.  In a TBA  transaction,  the  fund  commits  to
purchase or sell  securities for which all specific  information is not known at
the time of the trade. Securities purchased on a TBA basis are not settled until
they are delivered to the fund, normally 15 to 30 days later. These transactions
are subject to market  fluctuations and their current value is determined in the
same manner as for other  portfolio  securities.  As of December 31,  1996,  TBA
purchase commitments involved securities with a face amount of $1,000,000,  cost
of $981,875 and market value of $978,180.  Principal Government Securities Fund,
Inc.  has set aside  investment  securities  and  other  assets in excess of the
commitments to serve as collateral.

At December 31, 1996,  Principal Asset Allocation Fund, Inc., Principal Balanced
Fund, Inc.,  Principal  Emerging Growth Fund,  Inc.,  Principal High Yield Fund,
Inc. and Principal  World Fund,  Inc. held the  following  securities  which may
require  registration under the Securities Act of 1933 or an exemption therefrom
in order to effect a sale in the ordinary course of business.

<TABLE>
<CAPTION>
                                                                                             Value at      Value as a
                                                                   Date of                   Dec. 31,     Percentage of
           Fund                   Security Description           Acquisition       Cost        1996         Net Assets


<S>                             <C>                                <C>           <C>       <C>                <C> 
   Principal Asset         Alps 96 1 PT; Pass Through              5/22/96       $ 74,973  $     77,754       .13%
   Allocation Fund, Inc.   Certificates

                           Brooks Fiber Properties; Step-Up
                           Senior Discount Notes                   11/1/96         39,393        44,625       .08%

                           CIA Brasilia De Distribuicao;           5/30/96         48,825        55,192       .09%
                           GDR                                     5/31/96         49,987        57,418       .10%
                                                                   7/17/96         42,550        40,949       .07%

                           Centrais Electricas De
                           Santa Catarin ADR                       10/4/96         18,296        19,215       .03%

                           Cole National Group, Inc.;              11/13/96        29,775        30,900       .05%
                           Senior Subordinated Notes               11/14/96        24,969        25,750       .04%

                           First Nationwide                        9/13/96         25,000        27,000       .05%

                           Fomento Economico Mexicano              5/30/96        100,040       111,664       .19%
                                                                   5/31/96         90,900       102,132       .17%

                           Globo Communicacoes Part.
                           Notes                                   12/10/96        39,776        40,150       .07%

                           Grupo Financiero Bancomer               5/30/96         99,375        84,832       .14%
                           SA, ADR                                 5/31/96         93,125        80,030       .14%

                           International Home Foods;
                           Senior Subordinated Notes               10/29/96        30,000        31,200       .05%

                           Israel Electric Corp.; Senior
                           Notes                                   12/11/96       249,525       249,615       .42%

                           Maxxam Group Holdings, Inc.;
                           Senior Notes                            12/18/96        40,000        40,500       .07%

                           Netsat Servicos LTDA; Senior            7/26/96         40,000        41,950       .07%
                           Notes                                   12/2/96         10,525        10,487       .02%

                           Paging Network, Inc.; Senior
                           Subordinated Notes                      10/10/96        60,000        60,525       .10%

                           Parker Drilling Company; Senior         11/5/96         10,038        10,525       .02%
                           Notes                                   11/5/96         19,843        21,050       .04%

                           PTTEP International, Ltd.;
                           Yankee Dollar Notes                     11/8/96        259,810       256,425       .43%

                           Tevecap SA; Senior Notes                11/21/96        50,000        51,125       .09%

                           U.S. Can Corp; Senior
                           Subordinated Notes                      10/10/96        15,000        15,750       .03%
                                                                   12/02/96        15,788        15,750       .03%

                                                                                              1,602,513      2.72%



<CAPTION>
                                                                                             Value at      Value as a
                                                                   Date of                   Dec. 31,     Percentage of
           Fund                   Security Description           Acquisition       Cost        1996         Net Assets

   Principal Balanced      Federal-Mogul Corp.; Series D
<S>                                                                <C>           <C>        <C>               <C> 
   Fund, Inc.              Convertible                             10/15/92      $248,325   $   260,150       .28%

   Principal Emerging      Ciba-Geigy Corp.; Exchangeable
   Growth Fund, Inc.       Subordinated Debentures                 3/20/91        150,000       150,000       .11%

                           Sierra On Line; Convertible
                           Subordinated Debentures                 8/17/94        100,375       345,125       .25%

                                                                                                495,125       .36%
   Principal High Yield    Cole National Group, Inc.;
   Fund, Inc.              Senior Subordinated Notes               11/13/96       198,500       206,000      1.50%

                           Euramax International PLC;
                           Senior Subordinated Notes               9/18/96         50,000        51,625       .38%

                           Motors & Gears, Inc.; Series A
                           Senior Notes                            11/1/96        200,000       207,000      1.51%

                           Parker Drilling Co.; Senior Notes       11/5/96         99,215       105,250       .77%

                                                                                                956,125      4.16%

   Principal World         Alfa SA; Convertible                    9/25/95        398,000       438,000       .61%
   Fund, Inc.              Subordinated Debentures                 11/20/96       329,254       328,500       .46%

                           Fokus Bank                              6/25/96        645,965       818,135      1.14%

                           Hyundai Motor Co. Ltd. GDR              9/3/96         307,688       173,750       .24%

                           Kemira OY                               12/9/96        314,077       327,185       .46%
                                                                   12/10/96       131,955       133,391       .19%
                                                                   12/11/96       241,385       244,131       .34%

                           Royal Plastics Group                    6/25/96        272,357       334,757       .47%
                                                                   7/2/96          91,512       110,969       .15%

                           Voest-Alpine Stahl                      10/30/95       280,007       326,936       .46%
                                                                   3/27/96        146,558       159,915       .22%
                                                                   6/25/96        256,094       273,632       .38%
                                                                   6/27/96        145,930       152,807       .21%

                                                                                              3,822,108      5.33%
</TABLE>

The Fund's  investments  are with  various  issuers in various  industries.  The
Schedules of Investments  contained  herein summarize  concentrations  of credit
risk by industry.

Note 5 -- Capital Share Transactions

Transactions in Capital Stock by fund were as follows:

<TABLE>
<CAPTION>
                                                   Principal Aggressive         Principal Asset      Principal Balanced
                                                     Growth Fund, Inc.       Allocation Fund, Inc.       Fund, Inc.

  Year Ended December 31, 1996:
<S>                                                     <C>                      <C>                      <C>      
  Shares sold...................................        3,918,263                1,770,239                3,602,550
  Shares issued in reinvestment of
   dividends and distributions..................          547,658                  239,060                  424,022

  Shares redeemed...............................         (860,656)                (337,801)                (825,489)

                                   Net Increase         3,605,265                1,671,498                3,201,083



  Year Ended December 31, 1995:
  Shares sold...................................        1,161,931                  692,541                1,392,999
  Shares issued in reinvestment of
   dividends and distributions..................          287,452                  219,390                  115,881

  Shares redeemed...............................         (211,535)                 (78,261)                (354,061)

                                   Net Increase         1,237,848                  833,670                1,154,819

<CAPTION>
                                                      Principal             Principal Capital        Principal Emerging
                                                    Bond Fund, Inc.      Accumulation Fund, Inc.      Growth Fund, Inc.

  Year Ended December 31, 1996:
<S>                                                   <C>                       <C>                       <C>      
  Shares sold...................................      3,340,011                 2,763,121                 2,884,710
  Shares issued in reinvestment of
   dividends and distributions..................        262,934                   868,606                   110,728

  Shares redeemed...............................     (1,065,373)               (1,641,040)                 (693,851)

                                   Net Increase       2,537,572                 1,990,687                 2,301,587



  Year Ended December 31, 1995:
  Shares sold...................................      1,388,036                 1,462,128                 1,443,488
  Shares issued in reinvestment of
   dividends and distributions..................        155,537                   493,432                    32,984

  Shares redeemed...............................       (174,815)               (2,220,452)                 (363,945)

                        Net Increase (Decrease)       1,368,758                  (264,892)                1,112,527

<CAPTION>
                                                      Principal Government       Principal Growth       Principal High
                                                      Securities Fund, Inc.        Fund, Inc.          Yield Fund, Inc.

  Year Ended December 31, 1996:
<S>                                                         <C>                      <C>                     <C>   
  Shares sold...................................            4,520,032                4,289,963               50,390
  Shares issued in reinvestment of
   dividends and distributions..................              445,172                   99,697              128,056
  Shares redeemed...............................           (1,457,956)                (604,413)             (12,523)

                                   Net Increase             3,507,248                3,785,247              165,923

  Year Ended December 31, 1995:
  Shares sold...................................            2,389,165                2,597,297               77,400
  Shares issued in reinvestment of
   dividends and distributions..................              258,394                   61,037              121,455
  Shares redeemed...............................           (1,752,028)                (517,157)             (15,228)

                                   Net Increase               895,531                2,141,177              183,627

<CAPTION>
                                                         Principal Money          Principal World
                                                         Market Fund, Inc.          Fund, Inc.

  Year Ended December 31, 1996:
<S>                                                       <C>                        <C>      
  Shares sold...................................          119,544,896                3,308,501
  Shares issued in reinvestment of
   dividends and distributions..................            1,914,643                  144,196
  Shares redeemed...............................         (107,885,209)                (800,955)

                                   Net Increase            13,574,330                2,651,742

  Year Ended December 31, 1995:
  Shares sold...................................           94,151,329                1,566,265
  Shares issued in reinvestment of
   dividends and distributions..................            1,130,170                   49,808
  Shares redeemed...............................          (91,983,464)                (202,182)

                                   Net Increase             3,298,035                1,413,891
</TABLE>

Note 6 -- Line of Credit

The Funds have an unsecured line of credit with a bank which allows each fund to
borrow up to $500,000.  Borrowings are made solely to facilitate the handling of
unusual and/or unanticipated  short-term cash requirements.  Interest is charged
to each fund,  based on its borrowings,  at a rate equal to the bank's Fed Funds
Unsecured Rate plus 100 basis points.  Additionally, a commitment fee is charged
at the annual rate of .25% on the line of credit.  At  December  31,  1996,  the
Funds had no outstanding borrowings under the line of credit.

SCHEDULES OF INVESTMENTS

PRINCIPAL AGGRESSIVE GROWTH FUND, INC.


                                                Shares
                                                 Held        Value


Common Stocks (95.71%)

Advertising (0.15%)
   Catalina Marketing Corp.                      2,500(a) $  137,812

Air Transportation, Scheduled (0.67%)
   AMR Corp.                                     6,800(a)    599,250

Aircraft & Parts (7.33%)
   Allied Signal, Inc.                          14,100       944,700
   Boeing Co.                                    7,957       846,426
   General Dynamics Corp.                        7,400       521,700
   Gulfstream Aerospace Corp.                    7,000(a)    169,750
   McDonnell Douglas Corp.                      12,300       787,200
   Rockwell International Corp.                  8,800       535,700
   Sunstrand Corp.                               2,400       102,000
   United Technologies Corp.                    40,900     2,699,400
                                                
                                                           6,606,876
Bakery Products (1.09%)
   Einstein/Noah Bagel Corp.                    11,900(a)    354,025
   Interstate Bakeries                          12,700       623,888
                                                                    
                                                             977,913
Beverages (0.40%)                                                   
   Coca-Cola Enterprises                         7,500       363,750
                                                
Cigars (0.92%)
   Consolidated Cigar Holdings, Inc.            33,600(a)    831,600
                                                                    
Congeneration -                                                     
Small Power Producer (0.49%)                                        
   AES Corp.                                     9,500(a)    441,750
                                                                    
Commercial Banks (3.91%)                                            
   Chase Manhattan Corp.                         7,812       697,221
   Citicorp                                      2,100       216,300
   Wells Fargo & Co.                             9,683     2,611,989
                                                                    
                                                           3,525,510
Communications Equipment (1.44%)                
   Larscom, Inc.                                16,000(a)    182,000
   U.S. Industries, Inc.                        21,000(a)    721,875
   U.S. Robotics Corp.                           5,500(a)    396,000
                                                                    
                                                           1,299,875
Computer & Data Processing                                          
Services (6.56%)                                                    
   Adobe Systems, Inc.                           9,800       366,275
   First Data Corp.                             13,500       492,750
   GTECH Holdings Corp.                         85,600(a)  2,739,200
   Microsoft Corp.                              12,200(a)  1,008,025
   Netscape Communications                       6,300(a)    358,313
   Oracle Systems Corp.                         11,100(a)    463,425
   Sterling Commerce, Inc.                      13,600(a)    479,400
                                                
                                                           5,907,388
Computer & Office Equipment (4.35%)
   Cisco Systems                                10,400(a)    661,700
   International Business                                           
     Machines Corp.                              6,300       951,300
   International Game Technology               126,400     2,306,800
                                                                    
                                                           3,919,800
Consumer Products (13.28%)                                          
   Philip Morris Cos., Inc.                     42,600    $4,797,825
   RJR Nabisco                                 210,900     7,170,600
                                                                    
                                                          11,968,425
Cutlery, Handtools, & Hardware (0.98%)
   Gillette Co.                                 11,300       878,575

Drug Stores & Proprietary Stores (0.43%)
   CVS Corp.                                     9,300       384,787
                                                                    
Drugs (1.26%)                                                       
   American Home Products Corp.                  7,900       463,138
   Pfizer, Inc.                                  5,800       480,675
   Schering-Plough Corp.                         3,000       194,250
                                                                    
                                                           1,138,063
Eating & Drinking Places (3.07%)                 
   Boston Chicken, Inc.                         32,600(a)  1,169,525
   Brinker International, Inc.                  25,200(a)    403,200
   Cracker Barrel Old Country                                       
     Store, Inc.                                43,600     1,106,350
   Foodmaker Inc.                                9,800(a)     86,975
                                                                    
                                                           2,766,050
Electrical Industrial Apparatus (0.47%)         
   Emerson Electric Co.                          4,400       425,700

Electronic Components &
Accessories (1.69%)
   Intel Corp.                                  11,600     1,518,875
                                                                    
Federal & Federally Sponsored                                       
Credit (1.02%)                                                      
   Student Loan Marketing Association            9,900       921,937
                                                                    
Fire, Marine, & Casualty                                            
Insurance (5.95%)                                                   
   Aetna, Inc.                                  15,300     1,224,000
   Berkshire Hathaway, Inc.                         44(a)  1,500,400
   Cigna Corp.                                   2,650       362,056
   Loews Corp.                                  24,100     2,271,425
                                                                    
                                                           5,357,881
Grain Mill Products (0.23%)                     
   Ralston-Ralston Purina Group                  2,800       205,450
                                                                    
Grocery Stores (1.68%)                                              
   Dominicks Supermarkets, Inc.                 20,700(a)    450,225
   Food Lion, Inc.                             104,600     1,059,075
                                                                    
                                                           1,509,300
Hospitals (0.62%)                                                   
   Columbia/HCA Healthcare Corp.                13,700       558,275
                                                                    
Hotels & Motels (0.71%)                                             
   Hilton Hotels Corp.                          24,600       642,675
                                               
Industrial Inorganic Chemicals (1.32%)
   Monsanto Co.                                 14,300       555,913
   Olin Corp.                                   16,900       635,862
                                                                    
                                                           1,191,775
Insurance Agents, Brokers, &                                        
Services (0.52%)                                                    
   Exel Ltd.                                    12,300       465,862
                                                                    
Lumber & Other Building                                             
Materials (0.79%)                                                   
   Home Depot, Inc.                             14,200       711,775
                                                                    
Medical Instruments &                                               
Supplies (1.47%)                                                    
   Acuson Corp.                                  8,900(a)    216,938
   Becton, Dickinson & Co.                      19,000       824,125
   U.S. Surgical Corp.                           7,300       287,437
                                                                    
                                                           1,328,500
Miscellaneous Amusement,                        
Recreation Service (0.44%)
   Family Golf Centers, Inc.                    13,100(a)    394,637
                                                                    
Miscellaneous Apparel &                                             
Accessories (0.33%)                                                 
   Designer Holdings, Ltd.                      18,200(a)    293,475
                                                                    
Miscellaneous Business                                              
Services (0.74%)                                                    
   CUC International, Inc.                      19,775(a)    469,656
   Viad Corp.                                   12,100       199,650
                                                                    
                                                             669,306
Miscellaneous Electrical                                            
Equipment & Supplies (0.27%)                                        
   Motorola, Inc.                                4,000       245,500
                                                                    
Miscellaneous Food                                                  
& Kindred Products (3.87%)                                          
   Campbell Soup Co.                            41,600     3,338,400
   McCormick & Co.                               6,200       146,088
                                                                    
                                                           3,484,488
Miscellaneous Investing (6.74%)                 
   HFS, Inc.                                   101,600(a)  6,070,600
                                                                    
Miscellaneous Manufacturers (0.59%)                                 
   WMS Industries, Inc.                         26,400(a)    528,000
                                                                    
Motion Picture Production &                                         
Services (1.00%)                                                    
   Film Roman, Inc.                             11,400(a)     86,925
   Viacom, Inc.                                  8,100(a)    282,488
   Walt Disney Company                           7,600       529,150
                                                                    
                                                             898,563
Motion Picture Theaters (0.02%)                                     
   AMC Entertainment                             1,400(a)     20,125
                                                                    
Motor Vehicles & Equipment (0.47%)                                  
   Ford Motor Co.                               13,300       423,937
                                                                    
Newspapers (1.00%)                                                  
   Gannett Co.                                   5,600       419,300
   Hollinger International, Inc.                17,100       196,650
   New York Times Co.                            7,500       285,000
                                                                    
                                                             900,950
Periodicals (2.75%)                                                 
   K III Communications                        230,100(a)  2,473,575
                                                                    
Personal Credit Institutions (2.07%)                                
   American Express Co.                         23,500     1,327,750
   Dean Witter, Discover & Co.                   8,200       543,250
                                                                    
                                                           1,871,000
Photographic Equipment &                       
Supplies (0.90%)
   Eastman Kodak Co.                            10,050       806,513
                                                                    
Plastic Materials & Synthetics (0.39%)                              
   Hercules, Inc.                                8,100       350,325
                                                                    
Radio & Television                                                  
Broadcasting (3.16%)                                                
   Clear Channel Communications                 60,100(a)  2,171,113
   Heftel Broadcasting Co.                       8,200(a)    258,300
   Infinity Broadcasting                        12,500(a)    417,187
                                                                    
                                                           2,846,600
Real Estate Operators &                                             
Lessors (0.28%)                                                     
   Insignia Financial Group                     11,100       249,750
                                                                    
Refrigeration & Service                                             
Machinery (0.01%)                                                   
   American Standard Inc.                          100(a)      3,825
                                                                    
Retail Stores, NEC (0.95%)                                          
   PETsMART, Inc.                               39,300(a)    859,687
                                                                    
Sanitary Services (0.50%)                                           
   WMX Technologies, Inc.                       13,800       450,225
                                                                    
Search & Navigation                                                 
Equipment (0.58%)                                                   
   Loral Space Communications                   28,600(a)    525,525
                                                
Security & Commodity
Services (1.62%)
   Franklin Resources, Inc.                     21,400     1,463,225
                                                                    
Special Industry Macinery (0.27%)                                   
   Applied Materials, Inc.                       6,800(a)    244,375
                                                                    
Surety Insurance (2.46%)                                            
   Ace Ltd.                                     21,500     1,292,688
   The PMI Group, Inc.                          16,800       930,300
                                                                    
                                                           2,222,988
Telephone Communication (0.80%)                                     
   Airtouch Communications, Inc.                11,300(a)    285,325
   Worldcom, Inc.                               16,800(a)    437,850
                                                                    
                                                             723,175
Tires & Inner Tubes (0.70%)                                         
   Goodyear Tire & Rubber Co.                   12,300       631,913


        Total Portfolio Investments (95.71%)              86,237,711

Cash and receivables, net of 
  liabilities (4.29%)                                      3,867,838


                  Total Net Assets (100.00%)             $90,105,549

(a)  Non-income  producing  security - No  dividend  paid during the past twelve
     months.

PRINCIPAL ASSET ALLOCATION FUND, INC.


                                                Shares
                                                  Held        Value


Common Stocks (68.92%)

Advertising (0.03%)
   Catalina Marketing Corp.                        300    $   16,537

Air Transportation, Scheduled (0.90%)
   AMR Corp.                                     1,600(a)    141,000
   British Airways PLC ADR                       1,400       143,850
   Cathay Pacific Airways ADR                    8,500        67,033
   KLM Royal Dutch Airlines                      7,380       205,717
                                                                    
                                                             557,600
Aircraft & Parts (2.07%)                                            
   Allied Signal, Inc.                           1,600       107,200
   Boeing Co.                                      942       100,205
   General Dynamics Corp.                          800        56,400
   Gulfstream Aerospace Corp.                    2,200(a)     53,350
   McDonnell Douglas Corp.                       2,200       140,800
   Rockwell International Corp.                  2,500       152,188
   Sunstrand Corp.                                 200         8,500
   United Technologies Corp.                    10,000       660,000
                                                                    
                                                           1,278,643
Automotive Rentals, No                          
Drivers (0.10%)
   Ryder Systems, Inc.                           2,100        59,063
                                                                    
Bakery Products (0.23%)                                             
   Einstein/Noah Bagel Corp.                     2,200(a)     65,450
   Interstate Bakeries                           1,500        73,688
                                                                    
                                                             139,138
Beverages (1.34%)                                                   
   Bass PLC ADR                                  5,000       138,750
   CIA Cervecerias Unidas ADR                    4,080        65,790
   CIA Cervejaria Brahma ADR                     7,750        84,728
   Coca-Cola Enterprises                           600        29,100
   Coca-Cola Femsa S.A. ADR                      2,350        67,856
   Fomento Economico Mexicano                   62,800(c)    213,796
   Kirin Brewery                                 2,300       226,550
                                                                    
                                                             826,570
Blast Furnace & Basic Steel                                         
Products (0.37%)                                                    
   Australian National Industries                8,960        35,582
   British Steel PLC ADS                         3,500        96,250
   Tubos De Acero De Mexico ADR                  6,200(a)     98,425
                                                                    
                                                             230,257
Books (0.07%)                                                       
   McGraw-Hill Companies, Inc.                   1,000        46,125
                                                                    
Cable & Other Pay TV Services (0.14%)                               
   Multicanal Participacoes ADR                  6,800(a)     87,125
                                                
Chemicals & Allied Products (1.41%)
   Asahi Chemical Industry Co. ADR               4,100(a)    231,722
   Bayer AG Sponsored ADR                       10,735       437,449
   Mitsubishi Chemical Corp.                     6,100       197,079
                                                                    
                                                             866,250
Cigars (0.30%)                                                      
   Consolidated Cigar Holdings, Inc.             7,400(a)    183,150
                                                                    
Clay, Ceramic &                                                     
Refractory Minerals (0.08%)                                         
   English China Clays ADR                       5,300        52,338
                                                                    
Congeneration - Small                                               
Power Producer (0.13%)                                              
   AES Corp.                                     1,700(a)     79,050
                                                                    
Combination Utility Services (0.26%)                                
   CIA Energetica De Minas                                          
     Cemig ADR                                   1,880    $   64,048
   NIPSCO Industries, Inc.                       2,450        97,081
                                                                    
                                                             161,129
Commercial Banks (4.52%)                                            
   ABN-AMRO Holdings NV ADR                      7,385       479,884
   Allied Irish Banks ADR                        2,900       113,825
   Banco Central ADR                             6,500        84,500
   Bank of Boston Corp.                          1,100        70,675
   BankAmerica Corp.                               550        54,862
   Banker's Trust                                  950        81,937
   Barclays PLC ADS                              5,571       383,006
   Brierly Investments Ltd. ADR                  5,550       102,737
   Chase Manhattan                               1,940       173,145
   Citicorp                                        600        61,800
   Commerzbank AG ADR                            3,600        91,337
   First of America Bank Corp.                   1,700       102,213
   HSBC Holdings ADR                               600       128,378
   Mellon Bank Corp.                             1,100        78,100
   National Westminster ADR                      1,900       132,050
   PNC Financial Corp.                           2,000        75,250
   Wells Fargo & Co.                             1,600       431,600
   Westpac Banking ADR                           4,900       139,650
                                                                    
                                                           2,784,949
Commercial Printing (0.31%)                     
   DAI Nippon Printing Co.                       1,100       192,384
                                                                    
Communications Equipment (0.84%)                                    
   Alcatel Alsthom ADR                           4,700        75,200
   Hanson PLC ADR                                2,950        19,912
   Harris Corp.                                  1,350        92,644
   Larscom, Inc.                                 1,800(a)     20,475
   Matsushita Electrical ADR                       800       130,600
   U.S. Industries, Inc.                         3,800(a)    130,625
   U.S. Robotics Corp.                             700        50,400
                                                                    
                                                             519,856
Computer & Data Processing                                          
Services (1.51%)                                                    
   Adobe Systems, Inc.                           1,200        44,850
   First Data Corp.                              1,600        58,400
   GTECH Holdings Corp.                         17,800(a)    569,600
   Microsoft Corp.                               1,400       115,675
   Netscape Communications                         700        39,812
   Oracle Systems Corp.                          1,250        52,188
   Sterling Commerce, Inc.                       1,500(a)     52,875
                                                                    
                                                             933,400
Computer & Office Equipment (1.61%)                                 
   Apple Computer Inc.                           1,400(a)     29,225
   Cisco Systems                                 1,200        76,350
   Hitachi Ltd. ADR                              2,900       268,250
   International Business                                           
     Machines Corp.                              1,300       196,300
   International Game Technology                23,100       421,575
                                                                    
                                                                    
                                                             991,700
Concrete, Gypsum & Plaster                                          
Products (0.30%)                                                    
   Cementos De Mexico SA ADR                    16,000       114,837
   Italcementi Fabriche S P A ADR               13,000        72,673
                                                
                                                             187,510
Concrete Work (0.12%)
   Pioneer International Ltd. ADR               25,000        74,460
                                                                    
Construction & Related                                              
Machinery (0.63%)                                                   
   Kajima Corp. ADR                              2,900       206,875
   Komatsu Ltd. ADR                              1,100       180,064
                                                                    
                                                             386,939
Consumer Products (4.66%)                                           
   American Brands, Inc.                           900        44,663
   Philip Morris Cos., Inc.                      9,850     1,109,356
   RJR Nabisco                                  50,500     1,717,000
                                                                    
                                                           2,871,019
Crude Petroleum &                               
Natural Gas (0.38%)
   Broken Hill Proprietary Ltd. ADR              2,200        62,150
   Petrofina SA ADR                              2,900        92,210
   Societe Generale ADR                          3,600        77,695
                                                                    
                                                             232,055
Cutlery, Handtools &                                                
Hardware (0.16%)                                                    
   Gillette Co.                                  1,300       101,075
                                                                    
Department Stores (0.28%)                                           
   Marui Corp. ADR                               2,800       100,836
   Penney (J.C.) Co.                             1,500        73,125
                                                                    
                                                             173,961
Drug Store & Proprietary Stores (0.07%)                             
   CVS Corp.                                     1,000        41,375
                                                 
Drugs (1.03%)
   American Home Products Corp.                    800        46,900
   Hafslund ADR                                 13,172        90,096
   Novo Nordisk ADR                              3,200       149,600
   Nycomed                                      13,172       197,580
   Pfizer, Inc.                                    700        58,013
   Schering-Plough Corp.                           300        19,425
   Smithkline Beecham PLC ADR                    1,100        74,800
                                                                    
                                                             636,414
Drugs, Proprietaries &                                              
Sundries (0.26%)                                                    
   Amway Japan Ltd. ADS                          6,833       113,599
   Grupo Casa Autrey ADR                         2,500        48,750
                                                                    
                                                             162,349
Eating & Drinking Places (1.08%)                                    
   Boston Chicken, Inc.                          5,900(a)    211,662
   Brinker International, Inc.                   4,200(a)     67,200
   Cracker Barrel Old Country Store, Inc.        7,500       190,313
   Foodmaker Inc.                                1,100(a)      9,763
   Host Marriott Corp.                          11,600       185,600

                                                             664,538
Electric Services (1.71%)
   Centrais Electricas Brasileiras S/A -
     Electrobras ADR                             4,300        79,867
   Centrais Electricas De Santa                                     
     Catarin ADR                                   210(a)(c)  19,215
   Centrais Electricas Brasileiras                                  
     ADR                                        16,800       300,723
   Empresa Nacional De                                              
     Electricidad SA ADR                         1,400        98,000
   EVN Energie-Vansorgung Nied ADR               3,600       108,270
   GPU, Inc.                                     2,600        87,425
   National Power ADR                            3,300       111,788
   Northeast Utilities, Inc.                     1,400        18,550
   Pinnacle West Capital Corp.                   2,400        76,200
   Shangdong Huaneng Power                                          
     Development Ltd. ADS                        8,000    $   78,000
   Texas Utilities Co.                           1,800        73,350
                                                                    
                                                           1,051,388
Electrical Industrial Apparatus (0.08%)         
   Emerson Electric Co.                            500        48,375
                                                                    
Electronic Components &                                             
Accessories (0.91%)                                                 
   Intel Corp.                                   2,200       288,063
   Kyocera Corp. ADR                             1,500       183,000
   Texas Instruments                             1,374        87,592
                                                                    
                                                             558,655
Electronic Distribution                                             
Equipment (0.45%)                                                   
   Phillips NV ADR                               6,969       278,760
                                                                    
Family Clothing Stores (0.01%)                                      
   Stage Stores, Inc.                              500(a)      9,125
                                                                    
Farm & Garden Machinery (0.12%)                                     
   Deere & Co.                                   1,800        73,125
                                                                    
Federal & Federally Sponsored                                       
Credit (0.45%)                                                      
   Student Loan Marketing Association                               
     (Non-Voting)                                3,000       279,375
                                                 
Ferroalloy Ores, Exept Vanadium (0.27%)
   Novartis A G Sponsored ADR                    2,879(a)    164,405
                                                                    
Finance Services (0.75%)                                            
   Grupo Financiero Bancomer SA ADR             20,600(a)(c) 164,862
   Nomura Sec. Co. Ltd. ADR                      2,000       299,819
                                                                    
                                                             464,681
Fire Marine & Casualty                                              
Insurance (2.30%)                                                   
   Aetna, Inc.                                   2,900       232,000
   Berkshire Hathaway, Inc.                     10,000(a)    341,000
   CIGNA Corp.                                     350        47,819
   Loews Corp.                                   5,400       508,950
   St. Paul Cos., Inc.                           1,300        76,212
   Tokio Marine & Fire Insurance ADR             4,600       214,475
                                                                    
                                                           1,420,456
Footwear, Except Rubber (0.23%)                 
   Ollivetti Inc. Cos.                         396,825(a)    139,603
                                                                    
General Industrial Machinery (0.66%)                                
   Amer Group Ltd. ADR                           5,500        56,682
   S K F AB ADR                                 15,370       359,274
                                                                    
                                                             415,956
Grain Mill Products (0.35%)                                         
   Grupo Indl Maseca Sade CV ADR                 9,636       184,289
   Ralston-Ralston Purina Group                    400        29,350
                                                                    
                                                             213,639
Groceries & Related Products (0.16%)                                
   Fleming Cos., Inc.                            5,550        95,738
                                                                    
Grocery Stores (0.71%)                                              
   Dominicks Supermarkets, Inc.                  2,400(a)     52,200
   Food Lion, Inc., Class B                     16,900       171,113
   Koninklijke Bijenkorf                                            
     Beheer NV ADR                               2,400        86,371
   Santa Isabella SA ADR                         5,635       127,492
                                                                    
                                                             437,176
Holding Offices (0.59%)                                             
   Jardine Strategic Holdings Ltd.                                  
     ADR                                        10,000    $   72,400
   Trizec Hahn Corp.                            13,134       288,948
                                                                    
                                                             361,348
Hospitals (0.10%)                                                   
   Columbia/HCA Healthcare Corp.                 1,500        61,125
                                               
Hotels & Motels (1.31%)
   Bristol Hotel Co.                             2,300(a)     73,025
   Hilton Hotels Corp.                           4,300       112,338
   John Q. Hammons Hotels, Inc.                 17,400(a)    147,900
   Ladbroke Group ADR                           37,000       146,265
   Servico, Inc.                                11,500(a)    185,437
   Suburban Lodges of America                    8,900(a)    142,400
                                                                    
                                                             807,365
Household Audio & Video                                             
Equipment (0.27%)                                                   
   Sony Corp. ADR                                2,500       164,063
                                                                    
Individual & Family Services (0.01%)                                
   Assisted Living Concepts, Inc.                  600(a)      9,150
                                                                    
Industrial Inorganic Chemicals (0.86%)                              
   AKZO ADR                                      4,283       289,103
   Eastman Chemical Co.                          1,050        58,012
   Monsanto Co.                                  1,600        62,200
   Olin Corp.                                    3,200       120,400
                                                                    
                                                             529,715
Industrial Organic Chemicals (0.10%)                                
   Nova Corp. ADR                                6,700        58,625
                                                                    
Insurance Agents, Brokers &                                         
Services (0.09%)                                                    
   EXEL Ltd.                                     1,400        53,025
                                                
Investment Offices (0.48%)
   American General Hospitality Corp.           12,400       294,500
                                                                    
Iron & Steel Foundries (0.61%)                                      
   Kawasaki Steel Corp. ADR                      7,900       226,647
   Kubota Ltds. ADR                                850        81,600
   Siderar S.A.I.C. Sponsored                                       
     ADR-144A                                    3,000        69,132
                                                                    
                                                             377,379
Life Insurance (0.23%)                                              
   American General Corp.                        1,700        69,487
   Lincoln National                              1,400        73,500
                                                                    
                                                             142,987
Lumber & Other Building                                             
Materials (0.13%)                                                   
   Home Depot, Inc.                              1,600        80,200
                                                                    
Management & Public                                                 
Relations (0.13%)                                                   
   Ogden Corp.                                   4,300        80,625
                                                                    
Meat Products (0.49%)                                               
   Groupe Danone                                10,764       299,394
                                                                    
Medical Instruments &                                               
Supplies (0.31%)                                                    
   Acuson Corp.                                  1,000(a) $   24,375
   Baxter International, Inc.                    1,500        61,500
   Becton, Dickinson & Co.                       1,700        73,738
   U.S. Surgical Corp.                             800        31,500
                                                                    
                                                             191,113
Metalworking Machinery (0.30%)                  
   Makita Corp. ADR                             13,000       182,000
                                                                    
Miscellaneous Amusement, Recreation                                 
Service (0.11%)                                                     
   Family Golf Centers, Inc.                     2,200(a)     66,275
                                                                    
Miscellaneous Apparel &                                             
Accessories (0.06%)                                                 
   Designer Holdings, Ltd.                       2,200(a)     35,475
                                                                    
Miscellaneous Business                                              
Services (0.12%)                                                    
   CUC International, Inc.                       2,250        53,437
   Viad Corp.                                    1,400        23,100
                                                                    
                                                              76,537
Miscellaneous Chemical                                              
Products (0.01%)                                                    
   Millenium Chemicals, Inc.                       196(a)      3,479
                                                                    
Miscellaneous Converted Paper                                       
Products (0.04%)                                                    
   P. T. Inti Indorayon Utama ADR               10,000        24,531
                                                
Miscellaneous Electrical Equipment &
Supplies (0.34%)
   Motorola, Inc.                                  400        24,550
   TDK Corp. ADS                                 2,800       184,100
                                                                    
                                                             208,650
Miscellaneous Food & Kindred                                        
Products (1.35%)                                                    
   Campbell Soup Co.                             8,800       706,200
   McCormick & Co.                                 700        16,494
   Nestle Reg. ADR                               2,000       107,021
                                                                    
                                                             829,715
Miscellaneous Investing (8.83%)                                     
   Avalon Properties                             3,400        97,750
   Bedford Property Investors                    9,800       171,500
   Brandywine Realty Trust                      18,000       351,000
   Burnham Pacific Properties                   19,400       291,000
   Capstar Hotel Co.                             2,400(a)     47,100
   Chateau Properties                            6,200       164,300
   Duke Realty Investments, Inc.                 4,500       173,250
   East Group Properties                         6,700       183,413
   Essex Property Trust                          7,500       220,313
   Evans Withycombe Residential                  1,400        29,400
   Healthcare Realty Trust, Inc.                   300         7,950
   HFS, Inc.                                    21,300     1,272,675
   Irvine Apartment Community                    9,800       245,000
   Koger Equity, Inc.                            1,800(a)     33,750
   LTC Properties, Inc.                          3,100        57,350
   Meridian Industrial Trust                    13,500       283,500
   Merry Land & Investment Co.                   5,100       109,650
   Oasis Residential, Inc.                       8,400       191,100
   Omega Healthcare Investors                    5,600       186,200
   Paragon Group, Inc.                          10,800       191,700
   Prentiss Property Trust                      10,700    $  267,500
   ROC Communities                               9,200       255,300
   Shurgard Storage Center                       6,300       186,637
   South West Property Trust                     7,300       123,187
   Taubman Centers                               2,300        29,612
   Urban Shopping Centers                        9,300       269,700
                                                                    
                                                           5,439,837
Miscellaneous Manufacturers (0.15%)                                 
   WMS Industries, Inc.                          4,700(a)     94,000
                                                                    
Miscellaneous Non-Durable                                           
Goods (0.46%)                                                       
   DESC ADR                                      2,500        55,000
   Mitsubishi Corp. ADR                         11,000       227,448
                                                                    
                                                             282,448
Miscellaneous Special Trade                                         
Contractors (0.17%)                                                 
   Hang Lung Development Co. ADR                 9,400       103,297
                                                                    
Motion Picture Production &                                         
Services (0.16%)                                                    
   Film Roman, Inc.                              1,300(a)      9,913
   Viacom, Inc.; Class B                           900        31,387
   Walt Disney Company                             800        55,700
                                                                    
                                                              97,000
Motion Picture Theaters (0.01%)                 
   AMC Entertainment                               200(a)      2,875
                                                                    
Motor Vehicles & Equipment (1.52%)                                  
   Chrysler Corp.                                2,100        69,300
   Fiat SPA ADR                                  4,700        71,675
   Ford Motor Co.                                1,500        47,813
   General Motors Corp.                          1,400        78,050
   Siderurgica Venezuelana Saica ADR            16,000        60,134
   Toyota Motor Corp. ADR                        8,600       494,500
   Volkswagen AG ADR                             1,400       116,280
                                                                    
                                                             937,752
Newspapers (0.16%)                                                  
   Gannett Co.                                     600        44,925
   Hollinger International, Inc.                 1,800        20,700
   New York Times Co.                              900        34,200
                                                                    
                                                              99,825
Non-Classifiable                                                    
Establishments (0.11%)                                              
   Keppel Corp. Ltd. ADR                         4,300        67,013
                                                                    
Nonresidential Building                                             
Construction (0.03%)                                                
   Emprasas ICA Sociedad                                            
     Controladora SA ADR                         1,170(a)     17,111
                                                                    
Ophthalmic Goods (0.14%)                                            
   Bausch & Lomb                                 2,450        85,750
                                                                    
Paper Mills (0.12%)                                                 
   Willamette Ind., Inc.                         1,100        76,587
                                                                    
Periodicals (0.86%)                                                 
   K III Communications                         49,200(a)    528,900
                                                                    
Personal Credit Institutions (0.41%)                                
   American Express Co.                          3,400       192,100
   Dean Witter, Discover & Co.                     900        59,625
                                                                    
                                                             251,725
Petroleum Refining (1.54%)                                          
   Ashland, Inc.                                 4,400    $  193,050
   Atlantic Richfield Co.                        1,600       212,000
   Exxon Corp.                                   2,400       235,200
   Mobil Corp.                                   1,600       195,600
   Total SA IE Francaise ADR                     2,800       112,700
                                                                    
                                                             948,550
Photographic Equipment &                                            
Supplies (0.93%)                                                    
   Eastman Kodak Co.                             1,650       132,412
   Fuji Photo Film                               8,800       290,400
   OCE Van Der Grinten NV ADR                    1,400       151,200
                                                                    
                                                             574,012
Plastic Materials & Synthetics (0.18%)                              
   Hercules, Inc.                                  800        34,600
   Shanghai Petrochemical Co. Ltd. ADR           2,600        76,375
                                                 
                                                             110,975
Primary Nonferrous Metals (0.11%)
   Phelps Dodge Corp.                            1,050        70,875
                                                                    
Radio & Television                                                  
Broadcasting (1.09%)                                                
   Clear Channel Communications                 11,200       404,600
   Grupo Radio Centro SA ADR                     1,970(a)     13,544
   Grupo Televisa SA GDR                         6,200(a)    158,875
   Heftel Broadcasting Co.                       1,600(a)     50,400
   Infinity Broadcasting                         1,400        46,725
                                                                    
                                                             674,144
Railroads (0.18%)                                                   
   Nagoya Railroad Co. Ltd.                      2,900       111,183
                                                                    
Real Estate Agents & Managers (0.11%)                               
   Atlantic Gulf Communities Co.                15,900(a)     68,569
                                                                    
Real Estate Operators &                                             
Lessors (2.36%)                                                     
   Alexander Haagen Properties                  11,200       165,200
   Arden Realty Group, Inc.                      9,400       260,850
   Catellus Dev. Corp.                           9,000(a)    102,375
   FAC Realty, Inc.                              4,200        27,825
   Insignia Financial Group                      1,200        27,000
   IRT Property Co.                                800         9,200
   Nationwide Health Properties                 10,700       259,475
   Pacific Gulf Properties                      10,400       202,800
   Parkway Properties, Inc.                      6,300       163,800
   Sekisui House Ltd. ADR                        2,300       233,824
                                                                    
                                                           1,452,349
Refrigeration & Service                                             
Machinery (0.01%)                                                   
   American Standard, Inc.                         100(a)      3,825
                                                
Retail Stores, NEC (0.48%)
   CIA Brasileira De Distribuicao GDR            8,625(a)(c) 153,559
   PETsMART, Inc.                                6,600       144,375
                                                                    
                                                             297,934
Sanitary Services (0.08%)                                           
   WMX Technologies, Inc.                        1,600        52,200
                                                                    
Sawmills & Planning Mills (0.14%)                                   
   Louisiana Pacific Corp.                       4,000        84,500
                                                                    
Search & Navigation                                                 
Equipment (0.18%)                                                   
   Loral Space Communications                    6,200       113,925
                                                                    
Security & Commodity                                                
Services (0.50%)                                                    
   Franklin Resources, Inc.                      4,500    $  307,687
                                                                    
Soap, Cleaners & Toilet Goods (0.62%)                               
   KAO Corp. ADR                                 2,200       255,880
   Shiseido Co. Ltd. ADR                        11,000       126,992
                                                                    
                                                             382,872
Special Industry Machinery (0.05%)                                  
   Applied Materials, Inc.                         800(a)     28,750
                                                
Subdividers & Developers (0.10%)
   Singapore Land ADR                           11,600        64,267
                                                                    
Sugar & Confectionary                                               
Products (0.13%)                                                    
   Perlis Plantations ADR                       25,000        77,705
                                                                    
Surety Insurance (0.69%)                                            
   ACE Ltd.                                      4,200       252,525
   The PMI Group, Inc.                           3,100       171,662
                                                                    
                                                             424,187
Telephone Communication (3.17%)                                     
   Airtouch Communications, Inc.                 1,300(a)     32,825
   AT&T Corp.                                    2,000        87,000
   BCE, Inc.                                     8,590       410,173
   Compania Anonima Telefonos                                       
     De Venezuela ADR                            5,740(a)    161,438
   Sprint Corp.                                  1,600        63,800
   Telebras GDR                                     18         1,377
   Telecommunicacoes                                                
      Brasileiras SA ADR                         5,080       388,620
   Telefonica de Argentina ADR                  13,050       337,669
   Telefonica de Espana SA ADS                   2,500       173,125
   Telefonica Del Peru ADR                      10,330       194,978
   U.S. West Communications Group                1,700        54,825
   Worldcom, Inc.                                1,900        49,518
                                                
                                                           1,955,348
Tires & Inner Tubes (0.45%)
   Bridgestone ADR                               1,100       208,495
   Goodyear Tire & Rubber Co.                    1,400        71,925
                                                                    
                                                             280,420
Variety Stores (0.12%)                                              
   Woolworth Corp.                               3,350(a)     73,281
                                                                    
Water Transportation of Freight,                                    
NEC (0.18%)                                                         
   Penninsular & Oriental                                           
     Steamships ADR                              5,400       109,044
                                                 

                         Total Common Stocks              42,475,414

Preferred Stock (0.39%)

Cable & Other Pay TV Services (0.09%)
   TCI Pacific                                     580        52,998

Medical Instruments & Supplies (0.06%)
   Fresenius Medical Care Cap                       35(a)     35,612
                                                                    
Periodicals (0.24%)                                                 
   Time Warner; Series M                           140(a) $  151,900
                                                   

                      Total Preferred Stocks                 240,510


                                               Principal
                                                Amount       Value


Bonds (10.36%)

Airports, Flying Fields &
Services (0.13%)
   Alps 96 1 PT
     Pass Through Certificates;
     12.75%; 6/15/06                          $ 74,943(c) $   77,754

Blast Furnace & Basic Steel
Products (0.03%)
   Ivaco Senior Notes;
     11.50%; 9/15/05                            20,000        19,850

Business Credit Institutions (0.53%)
   AT&T Capital Corp. Medium-Term
     Notes; 5.85%; 1/5/99                      330,000       329,472

Cable & Other Pay TV
Services (0.80%)
   Cablevision Systems Corp.
     Senior Subordinated Notes;
     9.25%; 11/1/05                             35,000        34,650
     9.88%; 5/15/06                            105,000       107,756
   Comcast Corp. Senior Subordinated                                
     Notes; 9.13%; 10/15/06                     20,000        20,450
   Marcus Cable Company Step-Up                                     
     Senior Discount Notes; 12/15/05           150,000(b)*   107,625
   Netsat Servicos LTDA Senior Notes;                               
     12.75%; 8/5/04                             50,000(c)     52,437
   Rogers Cable Systems Ltd.                                        
     Senior Notes; 10.00%; 3/15/05             100,000       106,750
   TCI Communications Inc. Debentures;         
     7.88%; 2/15/26                             75,000        64,875

                                                             494,543
Chemicals & Allied Products (0.10%)
   ISP Holdings Senior Notes;
     9.00%; 10/15/03                            60,000        60,900
                                                                    
Commercial Banks (0.49%)                                            
   First Nationwide Holdings I;                                     
     9.13%; 1/15/03                             35,000        35,350
   First Nationwide; 10.63%; 10/1/03            25,000(c)     27,000
   Nationsbank Corp. Senior Notes;                                  
     5.70%; 2/9/01                             250,000       241,725
                                                                    
                                                             304,075
Communications Equipment (0.19%)               
   Globo Communicacoes Part Note;
     10.50%; 12/20/06                           40,000(c)     40,150
   Rogers Communications, Inc.                                      
     Senior Note; 9.13%; 1/15/06                25,000        24,750
   Tevecap SA Senior Notes;                                         
     12.63%; 11/26/04                           50,000(c)     51,125
                                                                    
                                                             116,025
Communications Services, NEC (0.49%)            
   Dial Call Communications, Inc.
     Senior Discount Notes, Series B;
     12/12/05                                 $375,000(b) $  249,375
   IXC Communications, Inc. Note;                                   
     12/50%; 10/1/05                            50,000        55,000
                                                                    
                                                             304,375
Computer & Office Equipment (0.03%)                                 
   Quest Diagnostic Senior                                          
     Subordinated Notes;                                            
     10.75%; 12/15/06                           20,000        21,000
                                                                    
Crude Petroleum & Natural                                           
Gas (0.21%)                                                         
   Flores & Rucks Senior Subordinate                                
     Notes; 9.75%; 10/1/06                      50,000        52,875
   Nuevo Energy Co. Senior                                          
     Subordinated Notes;                                            
     9.50%; 4/15/06                             70,000        74,200
                                                                    
                                                             127,075
Electric Services (0.12%)                     
   Midland Cogeneration Debentures;
     10.33%; 7/23/02                             7,204         7,673
   Midland Cogent Debentures;                                       
     10.33%; 7/23/02                            42,670        45,444
   Midland Funding II Notes;                                        
     11.75%; 7/23/05                            20,000        22,400
                                                                    
                                                              75,517
Electronic Components &                                             
Accessories (0.17%)                                                 
   Advanced Micro Devices, Inc.                                     
     Senior Secured Notes;                                          
     11.00%; 8/1/03                             70,000        75,950
   Digital Equipment Debenture Notes;                               
     8.63%; 11/1/12                             30,000        29,330
                                                                    
                                                             105,280
Electronic Distribution                          
Equipment (0.41%)
   Israel Electric Corp. Senior 
     Notes; 7.25%; 12/15/06                    250,000(c)    249,615
                                                                    
                                                                    
Finance Services (0.93%)                                            
   Lehman Brothers, Inc. Senior                                     
     Subordinated Notes;                                            
     7.25%; 4/15/03                            500,000       503,028
   TLC Beatrice International                                       
     Finance Senior Notes;                                          
     11.50%; 10/01/05                           65,000        69,063
                                                                    
                                                             572,091
Fire, Marine & Casualty                                             
Insurance (0.03%)                                                   
   Home Holdings Inc. Senior Notes;                                 
     8.63%; 12/15/03                            80,000        17,600
                                                                    
Gas Production & Distribution (0.15%)                               
   Cleveland Electric Illum Co.;                                    
     9.50%; 5/15/05                             85,000        91,375
                                               
General Government, NEC (0.55%)
   Republic of Columbia
     8.70%; 2/15/16                             95,000        94,461
   Republic of Colombia Yankee                                      
     Dollar Bond Note;                                              
     7.25%; 2/23/04                            250,000       241,629
                                                                    
                                                             336,090
Glass & Glassware, Pressed or                                       
Blown (0.17%)                                                       
   Owens-Ill. Inc. Debentures;                                      
     11.00%; 12/01/03                         $ 95,000    $  105,925
                                              
Hotels & Motels (0.39%)
   Boyd Gaming Corp. Senior Notes;
     9.25%; 10/1/03                             50,000        48,750
   Courtyard by Marriott Senior                                     
     Notes; 10.75%; 2/1/08                      90,000        94,950
   Host Marriott Travel Plaza                                       
     Senior Notes; 9.50%; 5/15/05               95,000        99,156
                                                                    
                                                             242,856
Metal Cans & Shipping                           
Containers (0.05%)
   U.S. Can Corp. Senior Subordinated
     Notes; 10.13%; 10/15/06                    30,000(c)     31,500

Metal Mining Services (0.42%)
   PTTEP International, Ltd. Yankee
     Dollar Notes; 7.63%; 10/1/06              250,000(c)    256,425

Miscellaneous Amusement, Recreation
Service (0.19%)
   Grand Casinos Inc. First Mortgage;
     10.13%; 12/1/03                            95,000        95,950
   Station Casinos, Inc. Senior                                     
     Subordinated Notes;                                            
     9.63%; 6/1/03                              20,000        19,800
                                                                    
                                                             115,750
Miscellaneous Converted Paper                                       
Products (0.12%)                                                    
   SD Warren Co. Senior Subordinated                                
     Notes; 12.00%; 12/15/04                    70,000        75,600
                                                                    
Miscellaneous Food &                                                
Kindred Products (0.05%)                                            
   International Home Foods Senior                                  
     Subordinated Notes;                                            
     10.38%; 11/1/06                            30,000(c)     31,200
                                                                    
Miscellaneous Investing (0.17%)                                     
   HMC Acquisition Properties Senior                                
     Notes; 9.00%; 12/15/07                     65,000        65,975
   Maxxam Group Holdings, Inc.                                      
     Senior Notes; 12.00%; 8/1/03               40,000(c)     40,500
                                                                    
                                                             106,475
Miscellaneous Publishing (0.02%)                
   Marvel Parent Holding; 4/15/98              100,000(b)     14,000
                                                                    
Miscellaneous Shopping Goods                                        
Stores (0.16%)                                                      
   Southland Corp. Senior                                           
     Subordinated Debentures;                                       
     5.00%; 12/15/03                           119,000        98,472
                                                                    
Mortgage Bankers & Brokers (0.04%)                                  
   Homeside, Inc. Senior Notes;                                     
     11.25%; 5/15/03                            20,000        22,300
                                                                    
Oil & Gas Field Services (0.05%)                                    
   Parker Drilling Company Senior                                   
     Notes; 9.75%; 11/15/06                     30,000(c)     31,575
                                                                    
Paperboard Mills (0.30%)                                            
   Gaylord Container Senior Notes;                                  
     11.50%; 5/15/01                          $120,000    $  127,650
   Gaylord Container Senior                                         
     Subordinated Debentures;                                       
     12.75%; 5/15/05                            20,000        22,050
   Stone Container Financial Co.;                                   
     11.50%; 8/15/06                            35,000        35,962
                                                                    
                                                             185,662
Personal Credit Institutions (0.40%)                                
   GMAC Medium-Term Notes;                                          
     6.10%; 12/06/00                           250,000       245,925
                                                                    
Radio & Television                                                  
Broadcasting (0.55%)                                                
   Echostar Satellite Broadcasting                                  
     Step-Up Senior Discount                                        
     Notes; 3/15/04                            190,000(b)*   145,350
   Viacom Subordinated Debentures;            
     8.00%; 7/7/06                             200,000       191,365
                                                                    
                                                             336,715
Retail Stores, NEC (0.09%)                                          
   Cole National Group, Inc. Senior                                 
     Subordinated Notes;                                            
     9.88%; 12/31/06                            55,000(c)     56,650
                                                                    
Sanitary Services (0.18%)                                           
   Norcal Waste Systems Inc. Step-Up                                
     Senior Notes; 11/15/05                    100,000*      111,000
                                                                    
Soap, Cleaners & Toilet Goods (0.15%)                               
   Revlon Worldwide Corp. Senior                                    
     Discount Notes; 3/15/98                   105,000(b)     91,087
                                                                    
Surety Insurance (0.06%)                                            
   Teleport Communications Step-Up                                  
     Bond; 7/1/07                               55,000(b)     37,675
                                                                    
Telephone Communication (1.24%)                                     
   Brooks Fiber Properties Step-Up                                  
     Senior Discount Notes; 11/1/06             70,000(c)(b)  44,625
   Comcast Cellular Notes:                                          
     3/5/00                                    100,000(b)     72,000
     3/5/00                                     40,000(b)     28,750
   Comcast Corp. Senior Subordinated                                
     Debentures; 9.38%; 5/15/05                115,000       119,313
   Lenfest Communications                                           
     Senior Notes;                                                  
     8.38%; 11/1/05                             90,000        86,962
   MFS Communications Inc. Step-Up                                  
     Senior Discount Notes; 1/15/06            190,000(b)    139,888
   Occidente Y Carbide Cellular                                     
     Step-Up; 3/15/01                          130,000(b)*    76,375
   Occidente T Carbide Warrants;                   520(b)*         0
   Paging Network, Inc. Senior                 
     Subordinated Notes;
     10.00%; 10/15/08                           60,000(c)     60,525
     10.13%; 8/1/07                             20,000        20,475
   Philippine Long Distance Telephone
     Co. Notes;
     9.25%; 6/30/06                             10,000        10,650
     9.25%; 6/30/06                             25,000        26,625
   Telewest PLC Step-Up Debentures;
     10/01/07                                 $110,000(b) $   76,450

                                                             762,638
Variety Stores (0.20%)
   DR Structured Finance
     Pass thru Certificates;
     7.60%; 8/15/07                            134,430       120,514


                                 Total Bonds               6,382,581

U.S. Government Treasury Notes (14.88%)

   8.00%; 1/15/97                              500,000       500,156
   6.38%; 5/15/99                            2,000,000     2,017,500
   6.25%; 5/31/00                            3,000,000     3,013,125
   6.25%; 4/30/01                            2,000,000     2,004,376
   7.88%; 11/15/04                           1,500,000     1,636,875
                                            

        Total U.S. Government Treasury Notes               9,172,032

Government National Mortgage Association (GNMA)
Certificates (1.55%)


       Description of Issue                    Principal

    Type      Rate      Maturity                Amount      Value


GNMA I       6.00%   6/15/11                  $991,302    $  957,310


        Total Portfolio Investments (96.10%)              59,227,847

Cash and receivables, net of 
  liabilities (3.90%)                                     $2,403,291
                                                                    
                                                                    
                  Total Net Assets (100.00%)             $61,631,138

(a)  Non-income producing security - No dividend paid during the past twelve 
     months.
(b)  Non-income producing security - zero-and zero-step coupon bonds.
(c)  Restricted Security - See Note 4 to the financial statements.
*    Variable Rate

PRINCIPAL BALANCED FUND, INC.


                                                Shares
                                                 Held        Value


Common Stocks (56.09%)

Advertising (0.26%)
   Interpublic Group of Cos., Inc.               5,100    $  242,250
                                                                    
Bakery Products (0.87%)                                             
   Sara Lee Corp.                               21,700       808,325
                                                                    
Beverages (0.79%)                                                   
   Pepsico, Inc.                                20,100       587,925
   Universal Foods Corp.                         4,300       151,575
                                                                    
                                                             739,500
Combination Utility Services (0.55%)                                
   Cinergy Corp.                                15,400       513,975
                                                                    
Commercial Banks (6.13%)                                            
   Banc One Corp.                               22,013    $  946,559
   Bank of Boston Corp.                         13,900       893,075
   Corestates Financial Corp.                   22,500     1,167,188
   First of America Bank Corp.                   7,600       456,950
   Fleet Financial Group, Inc.                  11,600       578,550
   KeyCorp.                                     16,800       848,400
   Marshall & Ilsley Corp.                       6,000       207,750
   Nationsbank Corp.                             6,200       606,050
                                                                    
                                                           5,704,522
Commercial Printing (0.63%)                                         
   R. R. Donnelley & Sons Co.                   18,700       586,712
                                                                    
Communications Equipment (1.00%)                                    
   Allen Group, Inc.                             4,200        93,450
   DSC Communications Corp.                     15,000(a)    268,125
   General Instrument Corp.                     26,100(a)    564,413
                                                                    
                                                             925,988
Computer & Office Equipment (1.79%)             
   Hewlett-Packard Co.                           9,700       487,425
   International Business                                           
      Machines Corp.                             7,800     1,177,800
                                                                    
                                                           1,665,225
Consumer Products (0.36%)                                           
   Philip Morris Cos., Inc.                      3,000       337,875
                                                                    
Crude Petroleum & Natural                                           
Gas (1.18%)                                                         
   Texaco, Inc.                                 11,200     1,099,000
                                                                    
Dairy Products (0.31%)                                              
   Dean Foods Co.                                9,000       290,250
                                                                    
Drug Stores & Proprietary                                           
Stores (0.61%)                                                      
   Rite Aid Corp.                               14,200       564,450
                                                                    
Drugs (6.22%)                                                       
   Abbott Labs                                  17,000       862,750
   American Home Products Corp.                 11,500       674,188
   Bristol-Myers Squibb Co.                      5,000       543,750
   Merck & Co., Inc.                            12,400       982,700
   Pharamacia & Upjohn, Inc.                    27,000     1,069,875
   Schering-Plough Corp.                        14,300       925,925
   Warner-Lambert Co.                            9,800       735,000
                                                                    
                                                           5,794,188
Electric Services (2.40%)                                           
   Dominion Resources, Inc.                     13,600       523,600
   FPL Group, Inc.                               9,300       427,800
   Houston Industries, Inc.                     38,100       862,012
   Potomac Electric Power Co.                   16,400       422,300
                                                                    
                                                           2,235,712
Electrical Industrial Apparatus (0.57%)         
   Emerson Electric Co.                          5,500       532,125
                                                                    
Electronic Distribution                                             
Equipment (1.03%)                                                   
   General Electric Co.                          9,700       959,088
                                                                    
Fats & Oils (1.24%)                                                 
   Archer Daniels Midland Co.                   52,695     1,159,290
                                                                    
General Industrial Machinery (0.61%)                                
   BW/IP Holdings, Inc.; Class A                 6,400    $  105,600
   Pall Corp.                                   18,200       464,100
                                                                    
                                                             569,700
Grain Mill Products (0.66%)                                         
   Ralston-Ralston Purina Group                  8,300       609,012
                                                                    
Greeting Cards (0.67%)                                              
   American Greetings Corp.                     22,100       627,088
                                                                    
Grocery Stores (2.52%)                                              
   Albertson's, Inc.                            16,800       598,500
   American Stores Co.                          16,000       654,000
   Sysco Corp.                                  33,500     1,092,937
                                                                    
                                                           2,345,437
Household Furniture (1.59%)                     
   Masco Corp.                                  41,100     1,479,600
                                                                    
Industrial Inorganic Chemicals (0.66%)                              
   Dow Chemical Co.                              5,300       415,388
   Eastman Chemical Co.                          3,550       196,137
                                                                    
                                                             611,525
Jewelry, Silverware & Plated                                        
Ware (0.22%)                                                        
   Jostens, Inc.                                 9,700       204,913
                                                                    
Management & Public                                                 
Relations (1.39%)                                                   
   ACNielson Corp.                               6,966(a)    105,361
   Cognizant Corp.                              20,900       689,700
   Dun & Bradstreet Corp.                       20,900       496,375
                                                                    
                                                           1,291,436
Meat Products (1.28%)                                               
   ConAgra, Inc.                                 4,141       206,015
   Tyson Foods, Inc.                            28,900       989,825
                                                                    
                                                           1,195,840
Medical Instruments &                                               
Supplies (0.67%)                                                    
   St. Jude Medical, Inc.                       14,750(a)    628,718
                                                                    
Medical Service & Health                                            
Insurance (1.18%)                                                   
   AON Corp.                                     8,750       543,593
   Foundation Health Corp.                      15,800(a)    501,650
   Physicians Corp. of America                   5,000(a)     50,000
                                                                    
                                                           1,095,243
Metal Forgings & Stampings (0.60%)              
   Newell Co.                                   17,600       554,400
                                                                    
Metalworking Machinery (0.06%)                                      
   Giddings & Lewis                              4,600        59,225
                                                                    
Miscellaneous Business                                              
Services (0.24%)                                                    
   Safety-Kleen Corp.                           13,600       222,700
                                                                    
Miscellaneous Converted Paper                                       
Products (1.10%)                                                    
   Minnesota Mining & Mfg. Co.                  12,400     1,027,650
                                                                    
Miscellaneous Electrical Equipment                                  
& Supplies (0.78%)                                                  
   Motorola, Inc.                               11,800       724,225
                                                                    
Miscellaneous Fabricated Metal                                      
Products (0.18%)                                                    
   Keystone International, Inc.                  8,500    $  171,063
                                                                    
Miscellaneous Plastics Products,                                    
NEC (0.20%)                                                         
   Rubbermaid, Inc.                              8,300       188,825
                                                                    
Miscellaneous Shopping Goods                                        
Stores (1.27%)                                                      
   Toys 'R' Us, Inc.                            39,400(a)  1,182,000
                                                                    
Motor Vehicles, Parts &                                             
Supplies (0.98%)                                                    
   Grainger (W. W.), Inc.                       11,400       914,850
                                                                    
Paper Mills (1.08%)                                                 
   Kimberly Clark Corp.                         10,600     1,009,650
                                                
Petroleum Refining (2.87%)
   Atlantic Richfield Co.                       10,900     1,444,250
   Exxon Corp.                                  12,500     1,225,000
                                                                    
                                                           2,669,250
Plastic Materials & Synthetics (0.10%)                              
   Wellman, Inc.                                 5,600        95,900
                                                                    
Sanitary Services (2.50%)                                           
   Browning-Ferris Industries, Inc.             43,600     1,144,500
   WMX Technologies, Inc.                       36,400     1,187,550
                                                                    
                                                           2,332,050
Security Brokers & Dealers (0.34%)                                  
   Edwards (A.G.), Inc.                          9,500       319,437
                                                                    
Soap, Cleaners & Toilet Goods (2.04%)                               
   Avon Products                                19,900     1,136,787
   Colgate-Palmolive Co.                         8,300       765,675
                                                                    
                                                           1,902,462
Telephone Communication (2.50%)                                     
   AT&T Corp.                                   23,400     1,017,900
   MCI Communications Corp.                     40,100     1,310,769
                                                                    
                                                           2,328,669
Variety Stores (1.86%)                                              
   Dayton-Hudson Corp.                          25,500     1,000,875
   Wal-Mart Stores, Inc.                        31,800       727,425
                                                                    
                                                           1,728,300
                                                                    
                                                
                         Total Common Stocks              52,247,643

Preferred Stocks (1.39%)

Motor Vehicles & Equipment (1.39%)
   Federal-Mogul Corp.
     Series D Convertible                        4,300(b)    260,150
   Ford Motor Co.
     Series A Convertible                       10,000     1,037,500


                      Total Preferred Stocks               1,297,650


Bonds (1.64%)

Blast Furnace & Basic Steel
Products (0.22%)
   Quanex Corp. Convertible
     Subordinated Debentures;
      6.88%; 6/30/07                          $200,000    $  204,000
                                                                    
Electric Lighting & Wiring                                          
Equipment (0.24%)                                                   
   Cooper Industries, Inc.                                          
      Convertible Subordinated                                      
      Debentures; 7.05%; 1/1/15                208,000       222,560
                                              
Electric Industrial Apparatus (0.31%)
   Liebert Co. Convertible Subordinated
     Debentures; 8.00%; 11/15/10                80,000       289,100

Engines & Turbines (0.21%)
   Outboard Marine Corp. Convertible
     Subordinated Debentures;
     7.00%; 7/1/02                             200,000       195,250

Lumber & Other Building
Materials (0.16%)
   Hechinger Co. Convertible
     Subordinated Debentures;
     5.50%; 4/1/12                             425,000       148,219
                                                                    
Petroleum Refining (0.33%)                                          
   Pennzoil Co. Senior Exchangeable                                 
     Debentures; 6.50%; 1/15/03                200,000       308,500
                                                                    
Trucking & Courier Services, Ex.,                                   
Air (0.17%)                                                         
   Builders Transport, Inc.                                         
     Convertible Subordinated                                       
     Debentures; 6.50%; 5/1/11                 306,000       162,945
                                               

                                 Total Bonds               1,530,574

U.S. Government Treasury Notes & Bonds (37.02%)

   5.13%; 2/28/98                            2,500,000     2,476,563
   5.13%; 11/30/98                           3,000,000     2,957,814
   6.38%; 1/15/00                            1,900,000     1,916,625
   5.50%; 4/15/00                            3,500,000     3,440,937
   6.13%; 9/30/00                            3,500,000     3,497,813
   6.25%; 4/30/01                            3,000,000     3,006,564
   6.38%; 8/15/02                            2,000,000     2,013,126
   6.25%; 2/15/03                            3,000,000     2,997,189
   5.75%; 8/15/03                            4,800,000     4,656,000
   7.25%; 8/15/04                            1,500,000     1,579,219
   7.50%; 2/15/05                              800,000       855,750
   5.63%; 2/15/06                            2,000,000     1,892,500
   7.25%; 5/15/16                            1,000,000     1,055,938
   7.50%; 11/15/16                           1,000,000     1,082,188
   7.25%; 8/15/22                            1,000,000     1,057,813
                                             

   Total U. S. Government Treasury 
   Notes & Bonds                                          34,486,039
                                                                    
Commercial Paper (3.91%)                                            
                                                                    
Business Credit Institutions (2.94%)                                
   General Electric Capital Corp.;                                  
     6.65%; 1/2/97                $2,740,000              $2,740,000
                                                                    
Personal Credit Institutions (0.97%)                                
   Ford Motor Credit Co. ;                                          
     5.91%; 1/2/97                   905,000                 905,000
                                                                    
                                                                    
                      Total Commercial Paper               3,645,000
                                                                    
                                                                    
       Total Portfolio Investments (100.05%)              93,206,906
                                                          
Liabilities, net of cash and receivables (-0.05%)            (49,237)


                  Total Net Assets (100.00%)             $93,157,669



(a)  Non-income producing security - No dividend paid during the past twelve 
     months.
(b)  Restricted Security - See Note 4 to the financial statements.

PRINCIPAL BOND FUND, INC.


                                               Principal
                                                Amount       Value


Bonds (95.83%)

Air Transportation, Scheduled (1.59%)
   Federal Express Corp.,
     Pass-Through Cert.;
     7.96%; 3/28/17                           $500,000    $  514,735
     7.58%; 7/2/19                             500,000       491,800
                                                                    
                                                           1,006,535
Aircraft & Parts (0.52%)                                            
   Textron, Inc. Medium-Term Notes,                                 
     Series C; 9.55%; 3/19/01                  300,000       331,469
                                                                    
Auto & Home Supply Stores (0.94%)                                   
   Pep Boys-Manny, Moe & Jack Notes;                                
     7.00%; 6/1/05                             600,000       597,691
                                                                    
Bakery Products (1.47%)                                             
   Nabisco, Inc. Notes;                                             
     7.05%; 7/15/07                            950,000       930,984
                                                                    
Beverages (2.71%)                                                   
   Joseph E. Seagram & Sons                                         
     Guaranteed Debentures;                                         
     8.88%; 9/15/11                          1,500,000     1,714,734
                                             
Broadwoven Fabric Mills,
Cotton (2.32%)
   Burlington Industries, Inc. Notes;
     7.25%; 9/15/05                          1,500,000     1,472,342

Cable & Other Pay TV
Services (1.55%)
   TCI Communications, Inc. Senior
     Notes; 8.00%; 8/1/05                    1,000,000       982,799

Combination Utility Services (0.43%)
   Public Service Electric & Gas
     Medium-Term Notes;
      8.16%; 5/26/09                          $250,000    $  270,577
                                                                    
Consumer Products (1.25%)                                           
   Philip Morris Cos. Notes;                                        
     6.80%; 12/1/03                            500,000       492,748
   RJR Nabisco Capital Corp. Senior                                 
     Notes; 8.75%; 4/15/04                     300,000       302,625
                                                             795,373
Copper Ores (0.48%)                                                 
   Asarco, Inc. Notes; 7.38%; 2/1/03           300,000       306,900
                                                                    
Crude Petroleum & Natural                                           
Gas (1.26%)                                                         
   Occidental Petroleum Corp.                                       
     Medium-Term Notes;                                             
     9.73%; 6/15/01                            250,000       278,929
   Union Oil of California                    
     Medium-Term Notes;
     7.77%; 4/19/05                            500,000       522,791

                                                             801,720
Deep Sea Foreign Transportation of
Freight (1.54%)
   American President Cos., Ltd.
     Senior Notes; 7.13%; 11/15/03           1,000,000       978,094

Department Stores (4.07%)
   Dillard Investment Co. Notes;
     9.25%; 5/1/97                             200,000       202,202
   Harcourt General, Inc. Subordinated
     Notes; 9.50%; 3/15/00                     350,000       376,948
   J. C. Penney Co., Inc. Medium-
     Term Notes, Series A;
     6.88%; 10/15/15                         1,500,000     1,414,743
   Sears Roebuck Co. Medium-Term                                    
     Notes; 9.05%; 2/6/12                      500,000       586,503
                                                                    
                                                           2,580,396
Drug Stores & Proprietary                    
Stores (2.17%)
   Rite Aid Corp. Senior Debentures;
     6.88%; 8/15/13                          1,500,000     1,373,653
                                                                    
Eating & Drinking Places (2.44%)                                    
   Marriott International, Inc.                                     
     Notes; 6.75%; 12/15/03                    200,000       196,846
     Senior Notes; 7.88%; 4/15/05            1,300,000     1,350,384
                                                                    
                                                           1,547,230
Electric Services (2.16%)                    
   Cleveland Electric Illuminating Co.
     First Mortgage Bonds;
     8.75%; 11/15/05                           400,000       409,000
   Southern California Edison Co.                                   
     Notes; 6.38%; 1/15/06                   1,000,000       957,500
                                                                    
                                                           1,366,500
Engines & Turbines (1.53%)                                          
   Brunswick Corp. Debentures;                                      
     7.38%; 9/1/23                           1,000,000       972,673
                                                                    
Fabricated Rubber Products,                                         
NEC (0.44%)                                                         
   M. A. Hanna Co. Senior Notes;                                    
     9.38%; 9/15/03                            250,000       279,712
                                             
Farm & Garden Machinery (2.26%)
   Case Corp. Notes; 7.25%; 1/15/16         $1,500,000    $1,431,972

Gas Production & Distribution (2.52%)
   Enron Corp. Notes;
     7.13%; 5/15/07                            750,000       754,409
   Tennessee Gas Pipeline Co. Notes;                                
     9.00%; 1/15/97                            400,000       400,319
   Transco Energy Co. Notes;                                        
     9.38%; 8/15/01                            400,000       440,197
                                                                    
                                                           1,594,925
General Government, NEC (1.67%)                                     
   Ontario Hydro Debentures;                                        
     7.45%; 3/31/13                            500,000       516,525
   Province of Saskatchewan, Canada                                 
     Global Notes; 8.00%; 2/1/13               500,000       538,930
                                                                    
                                                           1,055,455
Gold & Silver Ores (1.17%)                                          
   Placer Dome, Inc. Notes;                                         
     7.13%; 6/15/07                            750,000       741,332
                                               
Grain Mill Products (1.60%)
   Ralston Purina Co. Debentures;
     7.75%; 10/1/15                          1,000,000     1,012,928

Groceries & Related Products (2.27%)
   Supervalu, Inc. Medium-Term Notes,
     Series B; 6.49%; 12/12/05               1,500,000     1,436,113
                                                                    
Highway & Street                                                    
Construction (2.91%)                                                
   Foster Wheeler Corp. Notes;                                      
      6.75%; 11/15/05                        1,900,000     1,842,021
                                                                    
Hospitals (0.88%)                                                   
   Columbia/HCA Healthcare Corp.                                    
     Medium-Term Notes;                                             
     8.70%; 2/10/10                            500,000       559,390
                                                                    
Hotels & Motels (2.43%)                                             
   Hilton Hotels Corp. Notes;                                       
     7.70%; 7/15/02                          1,500,000     1,539,246
                                                                    
Household Appliances (0.88%)                                        
   Maytag Corp. Medium-Term Notes;                                  
     8.62%; 11/15/07                           500,000       556,271
                                                                    
Household Furniture (0.77%)                                         
   Masco Corp. Debentures;                                          
     7.13%; 8/15/13                            500,000       486,540
                                             
Industrial Inorganic Chemicals (3.57%)
   FMC Corp. Senior Notes;
     6.38%; 9/1/03                             200,000       191,316
     7.75%; 7/1/11                           1,500,000     1,541,657
   Grace (W.R.) & Co. Guaranteed                                    
     Notes; 8.00%; 8/15/04                     500,000       527,870
                                                                    
                                                           2,260,843
Lumber & Construction                        
Materials (2.61%)
   Crane Co. Notes; 8.50%; 3/15/04           1,524,000     1,655,833

Machinery, Equipment &
Supplies (1.15%)
   AAR Corp. Notes; 7.25%; 10/15/03           $750,000    $  729,422

Metalworking Machinery (0.31%)
   Black & Decker Corp. Notes;
     7.00%; 2/1/06                             200,000       198,156

Millwork, Plywood & Structural
Members (1.75%)
   Georgia-Pacific Corp.
     Debentures; 9.50%; 12/1/11                100,000       118,281
     Senior Debentures; 7.70%; 6/15/15          1,000,000    990,371

                                                           1,108,652
Miscellaneous Chemical
Products (0.63%)
   Ferro Corp. Senior Debentures;
     7.63%; 5/1/13                             400,000       399,922

Miscellaneous Investing (2.76%)
   Washington Real Estate Investment
     Trust Senior Notes;
     7.25%; 8/13/06                          1,000,000       985,787
   Weingarten Realty Investors                                      
     Medium-Term Notes;                                             
     7.29%; 5/23/05                            750,000       762,774
                                                                    
                                                           1,748,561
Miscellaneous Metal Ores (1.84%)                                    
   Amax, Inc. Notes; 9.88%; 6/13/01            100,000       111,490
   Cyprus Amax Minerals Notes;                                      
     7.38%; 5/15/07                            650,000       655,273
   Cyprus Minerals Co. Notes;                                       
     10.13%; 4/1/02                            350,000       397,742
                                                                    
                                                           1,164,505
Motion Picture Production &                  
Services (0.57%)
   Columbia Pictures Entertainment, Inc.
     Senior Subordinated Notes;
     9.88%; 2/1/98                             350,000       363,499
                                                                    
Motor Vehicles & Equipment (1.31%)                                  
   TRW, Inc. Medium-Term Notes;                                     
     9.25%; 12/30/11                           700,000       827,859
                                                                    
Newpapers (2.54%)                                                   
   News America Holdings, Inc.                                      
     Guaranteed Senior Notes;                                       
     8.50%; 2/15/05                          1,500,000     1,609,261
                                                                    
Operative Builders (2.44%)                                          
   Pulte Corp. Senior Notes;                                        
     8.38%; 8/15/04                          1,000,000     1,054,329
     7.30%; 10/24/05                           500,000       492,016
                                                                    
                                                           1,546,345
Paper Mills (5.30%)                                                 
   Bowater, Inc. Debentures;                                        
     9.38%; 12/15/21                           200,000       238,208
   Champion International Corp. Notes;       
     9.88%; 6/1/00                             250,000       274,675
     7.10%; 9/1/05                             875,000       872,241
   Chesapeake Corp. Notes;
     7.20%; 3/15/05                          1,400,000     1,403,112
   Potlatch Corp. Medium-Term Notes;
     8.75%; 1/14/22                            $500,000   $  572,901

                                                           3,361,137
Personal Credit Institutions (1.62%)
   General Motors Acceptance Corp.
     Medium-Term Notes;
     8.25%; 2/24/04                            500,000       539,421
     Notes; 6.63%; 10/15/05                    500,000       485,609
                                                                    
                                                           1,025,030
Petroleum Refining (4.43%)                     
   Ashland Oil, Inc. Medium-Term Notes;
     7.71%; 5/11/07                            500,000       523,198
     7.73%; 7/15/13                            250,000       257,824
     Series F; 8.54%; 1/13/05                  250,000       274,043
   Pennzoil Co. Debentures;                                         
     10.13%; 11/15/09                          325,000       380,621
   Phillips Petroleum Co. Notes;                                    
     9.38%; 2/15/11                            500,000       601,111
   Sun Co., Inc.                                                    
     Debentures; 9.00%; 11/1/24                500,000       573,617
     Notes; 7.13%; 3/15/04                     200,000       199,148
                                                                    
                                                           2,809,562
Plastic Materials & Synthetics (3.06%)         
   Geon Company Notes;
     6.88%; 12/15/05                         2,000,000     1,939,110

Primary Nonferrous Metals (1.06%)
   Reynolds Metals Co.
     Medium-Term Notes;
     8.34%; 5/22/07                            500,000       544,565
     7.65%; 2/4/08                             125,000       129,958
                                                                    
                                                             674,523
Pulp Mills (0.35%)                             
   International Paper Co. Medium-Term
     Notes; 9.70%; 8/15/00                     200,000       220,139
                                                                    
Railroads (1.51%)                                                   
   Union Pacific Corp. Notes;                                       
     6.40%; 2/1/06                           1,000,000       954,162
                                                                    
Refrigeration & Service                                             
Machinery (0.55%)                                                   
   Westinghouse Electric Corp.                                      
     Debentures; 8.63%; 8/1/12                 350,000       351,264
                                             
Rental of Railroad Cars (1.73%)
   Gatx Capital Corp. Medium-Term
     Notes, Series C; 6.86%; 10/13/05        1,000,000       984,838
   Signal Capital Corp. Equipment Trust
     Cert.; 9.95%; 2/1/06                      109,000       114,360

                                                           1,099,198
Sanitary Services (1.72%)                                           
   Laidlaw, Inc. Senior Notes;                                      
     7.88%; 4/15/05                          1,045,000     1,092,578
                                             
Sawmills & Planning Mills (1.26%)
   MacMillan Bloedel Delaware
     Guaranteed Notes; 8.50%; 1/15/04          750,000       798,000

Telephone Communication (2.38%)
   Sprint Corp. Notes; 8.13%; 7/15/02          500,000       531,471
   U.S. West Capital Funding, Inc.
     Medium-Term Notes;
     6.83%; 11/15/07                         1,000,000       978,829
                                                                    
                                                           1,510,300
Variety Stores (1.15%)                                              
   Dayton-Hudson Corp. Debentures;                                  
     9.63%; 2/1/08                            $150,000    $  176,937
   Dayton-Hudson Corp. Sinking Fund          
     Debentures; 9.50%; 10/15/16                55,000        57,476
   Shopko Stores, Inc. Senior Notes;
     9.00%; 11/15/04                           500,000       496,463

                                                             730,876


                                 Total Bonds              60,744,312

Commercial Paper (2.98%)

Business Credit Institutions (2.98%)
   General Electric Capital;
     6.65%; 1/2/97                           1,890,000     1,890,000


        Total Portfolio Investments (98.84%)              62,634,312

Cash and receivables, net of liabilities (1.19%)             752,249


                  Total Net Assets (100.00%)             $63,386,561



PRINCIPAL CAPITAL ACCUMULATION
FUND, INC.


                                                Shares
                                                 Held        Value


Common Stocks (98.79%)

Beverages (2.95%)
   Anheuser Busch Cos., Inc.                   100,000   $ 4,000,000
   Pepsico, Inc.                                49,000     1,433,250
   Universal Foods Corp.                        17,200       606,300
                                                                    
                                                           6,039,550
Combination Utility Services (1.73%)                                
   Cinergy Corp.                                58,200     1,942,425
   Montana Power Co.                            75,000     1,603,125
                                                                    
                                                           3,545,550
Commercial Banks (10.69%)                                           
   Banc One Corp.                              123,940     5,329,420
   Bank of Boston Corp.                         38,300     2,460,775
   Corestates Financial Corp.                  104,000     5,395,000
   First of America Bank Corp.                  28,700     1,725,588
   KeyCorp                                     103,000     5,201,500
   Nationsbank Corp.                            18,400     1,798,600
                                                                    
                                                          21,910,883
Commercial Printing (2.56%)                                         
   R. R. Donnelley & Sons Co.                  167,000     5,239,625
                                                                    
Communications Equipment (1.61%)                                    
   Allen Group, Inc.                            16,000(a)    356,000
   DSC Communications Corp.                     52,800(a)    943,800
   General Instrument Corp.                     92,800(a)  2,006,800
                                                                    
                                                           3,306,600
Computer & Office Equipment (2.37%)                                 
   Hewlett-Packard Co.                          33,400     1,678,350
   International Business                                           
     Machines Corp.                             21,000     3,171,000
                                               
                                                           4,849,350
Crude Petroleum & Natural                                           
Gas (1.89%)                                                         
   Texaco, Inc.                                 39,400   $ 3,866,125
                                                                    
Dairy Products (0.67%)                                              
   Dean Foods Co.                               42,500     1,370,625
                                                
Drug Stores & Proprietary Stores (1.12%)
   Rite Aid Corp.                               58,000     2,305,500
                                                                    
Drugs (9.02%)                                                       
   Abbott Labs                                  66,000     3,349,500
   American Home Products Corp.                 45,000     2,638,125
   Bristol-Myers Squibb Co.                     18,000     1,957,500
   Merck & Co., Inc.                            37,000     2,932,250
   Pharmacia & Upjohn, Inc.                    137,000     5,428,625
   Warner-Lambert Co.                           29,200     2,190,000
                                                                    
                                                          18,496,000
Electric Services (4.81%)                                           
   Dominion Resources, Inc.                     44,400     1,709,400
   FPL Group, Inc.                              38,500     1,771,000
   Houston Industries, Inc.                    231,000     5,226,375
   Potomac Electric Power Co.                   45,000     1,158,750
                                                                    
                                                           9,865,525
Electrical Industrial Apparatus (1.28%)        
   Emerson Electric Co.                         27,090     2,620,958
                                                                    
Electronic Distribution                                             
Equipment (1.40%)                                                   
   General Electric Co.                         29,000     2,867,375
                                                                    
Farm & Garden Machinery (2.24%)                                     
   Tenneco, Inc.                               101,600     4,584,700
                                                                    
Fats & Oils (1.99%)                                                 
   Archer Daniels Midland Co.                  185,010     4,070,220
                                                                    
Gas Production & Distribution (0.23%)                               
   El Paso Natural Gas                           9,448       477,124
                                                                    
General Industrial Machinery (0.56%)                                
   BW/IP Holdings, Inc., Class A                23,000       379,500
   Pall Corp.                                   30,100       767,550
                                                                    
                                                           1,147,050
Grain Mill Products (1.02%)                                         
   Ralston-Ralston Purina Group                 28,600     2,098,525
                                                                    
Greeting Cards (2.48%)                                              
   American Greetings Corp.                    179,000     5,079,125
                                                                    
Grocery Stores (3.23%)                                              
   Albertson's, Inc.                            40,600     1,446,375
   American Stores Co.                          60,000     2,452,500
   Sysco Corp.                                  83,400     2,720,925
                                                                    
                                                           6,619,800
Household Furniture (2.60%)                                         
   Masco Corp.                                 148,200     5,335,200
                                               
Industrial Inorganic
Chemicals (1.24%)
   Dow Chemical Co.                             22,000   $ 1,724,250
   Eastman Chemical Co.                         14,900       823,225
                                                                    
                                                           2,547,475
Industrial Organic Chemicals (0.70%)                                
   Ethyl Corp.                                 150,000     1,443,750
                                                                    
Jewelry, Silverware & Plated                                        
Ware (0.33%)                                                        
   Jostens, Inc.                                31,700       669,662
                                                                    
Life Insurance (2.55%)                                              
   American General Corp.                      128,000     5,232,000
                                                                    
Management & Public                                                 
Relations (1.35%)                                                   
   ACNielson Corp.                              14,966(a)    226,361
   Cognizant Corp.                              44,900     1,481,700
   Dun & Bradstreet Corp.                       44,900     1,066,375
                                                                    
                                                           2,774,436
Meat Products (1.47%)                                               
   Tyson Foods, Inc.                            88,000     3,014,000
                                                                    
Medical Instruments &                                               
Supplies (1.10%)                                                    
   St. Jude Medical, Inc.                       53,100(a)  2,263,388
                                               
Medical Service & Health
Insurance (1.63%)
   AON Corp.                                    31,050     1,928,981
   Foundation Health Corp.                      37,400(a)  1,187,450
   Physicians Corp. of America                  22,900(a)    229,000
                                                                    
                                                           3,345,431
Metal Forgings & Stampings (0.98%)                                  
   Newell Co.                                   64,000     2,016,000
                                                                    
Metalworking Machinery (0.14%)                                      
   Giddings & Lewis                             23,000       296,125
                                                                    
Miscellaneous Business                                              
Services (0.35%)                                                    
   Safety-Kleen Corp.                           43,500       712,312
                                                                    
Miscellaneous Converted Paper                                       
Products (1.27%)                                                    
   Minnesota Mining & Mfg. Co.                  31,400     2,602,275
                                                                    
Miscellaneous Electrical Equipment &                                
Supplies (0.94%)                                                    
   Motorola, Inc.                               31,400     1,927,175
                                                                    
Miscellaneous Fabricated Metal                                      
Products (0.27%)                                                    
   Keystone International, Inc.                 27,300       549,413
                                                
Miscellaneous Shopping Goods
Stores (1.59%)
   Toys 'R' Us, Inc.                           108,700(a)  3,261,000

Motor Vehicles, Parts &
Supplies (1.42%)
   Grainger (W. W.), Inc.                       36,400     2,921,100
                                                                    
Newspapers (2.48%)                                                  
   Dow Jones & Co., Inc.                       150,000   $ 5,081,250
                                                                    
Paper Mills (1.72%)                                                 
   Kimberly Clark Corp.                         37,000     3,524,250
                                                                    
Petroleum Refining (4.35%)                                          
   Atlantic Richfield Co.                       40,000     5,300,000
   Exxon Corp.                                  37,000     3,626,000
                                                                    
                                                           8,926,000
Plastic Materials & Synthetics (0.19%)        
   Wellman, Inc.                                23,000       393,875
                                                                    
Sanitary Services (4.37%)                                           
   Browning-Ferris Industries, Inc.            203,900     5,352,375
   WMX Technologies, Inc.                      110,600     3,608,325
                                                                    
                                                           8,960,700
Security Brokers & Dealers (0.59%)                                  
   Edwards (A.G.), Inc.                         36,015     1,211,004
                                                                    
Ship & Boats Building &                                             
Repairing (0.15%)                                                   
   Newport News Shipbuilding, Inc.              20,320(a)    304,800
                                               
Soap, Cleaners, & Toilet Goods (2.99%)
   Avon Products                                63,600     3,633,150
   Colgate-Palmolive Co.                        27,000     2,490,750
                                                                    
                                                           6,123,900
Telephone Communication (5.21%)                                     
   AT&T Corp.                                   52,000     2,262,000
   MCI Communications Corp.                    101,500     3,317,781
   US West Communications Group                158,000     5,095,500
                                                                    
                                                          10,675,281
Variety Stores (2.96%)                                              
   Dayton-Hudson Corp.                          81,000     3,179,250
   Wal-Mart Stores, Inc.                       126,000     2,882,250
                                                                    
                                                           6,061,500
                                               

                         Total Common Stocks             202,533,512


                                               Principal
                                                Amount       Value


Commercial Paper (1.92%)

Business Credit Institutions (0.83%)
   General Electric Capital;
     6.65%; 1/2/97                           $1,710,000  $ 1,710,000

Personal Credit Institutions (1.09%)
   Ford Motor Credit Co.;
     5.91%; 1/2/97                           2,240,000     2,240,000


                      Total Commercial Paper               3,950,000


       Total Portfolio Investments (100.71%)             206,483,512

Liabilities, net of cash and receivables (-0.71%)         (1,464,984)


                  Total Net Assets (100.00%)            $205,018,528



(a)  Non-income  producing  security - No  dividend  paid during the past twelve
     months.

PRINCIPAL EMERGING GROWTH FUND, INC.


                                                Shares
                                                 Held        Value


Common Stocks (85.53%)

Blast Furnace & Basic Steel
Products (0.99%)
   Lukens, Inc.                                 67,300   $ 1,354,413
                                                                    
Carpets & Rugs (0.85%)                                              
   Shaw Industries, Inc.                        99,300     1,166,775
                                                                    
Chemicals & Allied Products (0.46%)                                 
   Sigma-Aldrich Corp.                          10,000       624,375
                                                                    
Commercial Banks (6.55%)                                            
   Boatmen's Bancshares, Inc.                    6,100       393,450
   First Commerce Corp.                         15,600       606,450
   First Federal Capital Corp.                  40,665       955,627
   Independent Bank Corp. Michigan              26,460       893,025
   Mercantile Bancorp., Inc.                    20,960     1,076,820
   Merchants Bancorp., Inc.                     21,500       666,500
   National City Corp.                          20,100       901,988
   North Fork Bancorp., Inc.                    33,700     1,200,562
   Peoples Heritage Financial                                       
     Group, Inc.                                33,300       932,400
   Princeton National Bancorp., Inc.            36,000       666,000
   Summit Bancorp.                              15,900       695,625
                                                                    
                                                           8,988,447
Commercial Printing (0.37%)                                         
   Merrill Corp.                                22,300       512,900
                                                
Computer & Data Processing
Services (7.71%)
   American Management Systems, Inc.            84,500(a)  2,070,250
   Bitstream                                   102,000(a)    663,000
   Cerner Corp.                                116,200(a)  1,801,100
   HBO & Co.                                    31,500     1,870,312
   Microsoft Corp.                              29,600(a)  2,445,700
   National Processing, Inc.                    21,300(a)    340,800
   Sunquest Information Systems, Inc.           97,300(a)  1,386,525
                                                                    
                                                          10,577,687
Computer & Office Equipment (3.09%)                                 
   EMC Corp.                                    81,700(a)  2,706,312
   Optika Imaging Systems                       75,000(a)    376,172
   Seagate Technology                            4,000(a)    158,000
   Systemsoft Corporation                       67,000(a)    996,625
                                                                    
                                                           4,237,109
Construction & Related                                              
Machinery (2.26%)                                                   
   Energy Ventures, Inc.                        61,000(a)  3,103,375
                                                                    
Crude Petroleum & Natural                                           
Gas (1.52%)                                                         
   Devon Energy Corp.                           60,000     2,085,000
                                                                    
Dairy Products (0.39%)                                              
   Dreyer's Grand Ice Cream, Inc.               18,200       527,800
                                               
Drugs (2.36%)
   Alliance Pharmaceutical Corp.                30,000(a) $  408,750
   Forest Laboratories, Inc.                    17,400(a)    569,850
   Genzyme Corp. - General Division              7,182       156,208
   Genzyme Corp. - Tissue Repair                   255(a)      1,817
   Merck & Co., Inc.                            10,000       792,500
   Pharmacia & Upjohn, Inc.                     32,400     1,283,850
   Seragen, Inc.                                20,000(a)     20,000
                                                                    
                                                           3,232,975
Electronic Components &                                             
Accessories (7.18%)                                                 
   Intel Corp.                                  37,900     4,962,531
   Linear Technology Corp.                      46,800     2,053,350
   Solectron Corp.                              53,100(a)  2,834,213
                                                                    
                                                           9,850,094
Engineering & Architectural                                         
Services (1.14%)                                                    
   Paychex, Inc.                                30,400     1,563,700
                                                                    
Finance Services (1.31%)                                            
   First Financial Corp.                        73,250     1,794,625
                                                                    
Fire, Marine, & Casualty                                            
Insurance (2.19%)                                                   
   Avemco Corp.                                 35,000       546,875
   Berkley W.R. Corp.                           48,500     2,461,375
                                                                    
                                                           3,008,250
Footwear, Except Rubber (0.78%)                 
   Nine West Group, Inc.                        22,900(a)  1,061,988
                                                                    
General Industrial Machinery (5.00%)                                
   Flow International Corp.                    101,500(a)    926,187
   Kaydon Corp.                                 45,600     2,148,900
   Pentair, Inc.                                54,600     1,760,850
   Roper Industries, Inc.                       51,500     2,014,938
                                                                    
                                                           6,850,875
Grocery Stores (0.88%)                                              
   Casey's General Stores, Inc.                 64,500     1,209,375
                                               
Hardware Stores (0.91%)
   Central Tractor Farm & Country, Inc.         90,500(a)  1,244,375

Holding Offices (0.46%)
   ISB Financial Corp.                          35,400       637,200
                                                                    
Hose, Belting, Gaskets &                                            
Packing (0.97%)                                                     
   Mark IV Industries                           58,875     1,332,047
                                                                    
Hospitals (1.91%)                                                   
   Humana, Inc.                                 62,300(a)  1,191,488
   Universal Health Services, Inc.;                                 
     Class B                                    50,000(a)  1,431,250
                                                                    
                                                           2,622,738
Insurance Agents, Brokers &                                         
Services (1.33%)                                                    
   Equifax, Inc.                                59,400     1,819,125
                                                                    
Investment Offices (1.21%)                                          
   Invesco PLC ADS                              31,300   $ 1,388,938
   Invesco FDG LLC Sponsored ADR                 6,260       272,310
                                                                    
                                                           1,661,248
Iron & Steel Foundries (0.39%)                                      
   Atchison Casting Corp.                       30,000(a)    540,000
                                                                    
Laundry, Cleaning & Garment                                         
Services (1.02%)                                                    
   G & K Services, Inc.; Class A                37,225     1,405,244
                                                                    
Management & Public Relations (0.68%)                               
   Complete Management, Inc.                    72,000       927,000
                                                
Measuring & Controlling
Devices (1.68%)
   ISCO, Inc.                                   22,513       202,612
   Millipore Corp.                              37,100     1,535,013
   Photon Dynamics                              73,600(a)    561,200
                                                                    
                                                           2,298,825
Meat Products (0.88%)                                               
   Michael Foods, Inc.                          95,200     1,213,800
                                                                    
Medical Instruments &                                               
Supplies (4.65%)                                                    
   Boston Scientific Corp.                      35,200(a)  2,112,000
   Nellcor Puritan Bennett                      84,000(a)  1,837,500
   Steris Corp.                                 55,700(a)  2,422,950
                                                                    
                                                           6,372,450
Medical Service & Health                                            
Insurance (4.65%)                                                   
   Alternative Living Services                  93,700(a)  1,358,650
   Foundation Health Corp.                      40,500(a)  1,285,875
   Health System International, Inc.            52,200(a)  1,291,950
   Orthofix International NV                    77,600(a)    640,200
   Patient Info Systems                         59,000(a)    545,750
   United Healthcare Corp.                      27,900     1,255,500
                                                                    
                                                           6,377,925
Metal Services, NEC (1.88%)                                         
   BMC Industries, Inc.                         81,900     2,579,850
                                                                    
Miscellaneous Chemical                                              
Products (3.67%)                                                    
   Cytec Industries                             48,200(a)  1,958,125
   H. B. Fuller Co.                             20,000       940,000
   Loctite Corp.                                35,100     2,136,712
                                                                    
                                                           5,034,837
Office Furniture (1.28%)                                            
   Chromcraft Revington, Inc.                   36,200(a)  1,004,550
   Kimball International, Inc.; Class B         18,200       753,025

                                                           1,757,575
Office & Clinics of Medical
Doctors (0.09%)
   FHP International Corp.                       3,400(a)    126,225
                                                                    
Oil & Gas Field Services (1.40%)                                    
   Diamond Offshore Drilling                    33,700(a)  1,920,900
                                                                    
Operative Builders (1.32%)                                          
   D. R. Horton, Inc.                          131,200     1,426,800
   Pulte Corp.                                  12,621       388,096
                                                                    
                                                           1,814,896
Paints & Allied Products (0.89%)                                    
   RPM, Inc.                                    71,700     1,218,900
                                               
Plastic Materials & Synthetics (0.91%)
   A. Schulman, Inc.                            51,000   $ 1,249,500
                                                                    
Plumbing, Heating,                                                  
Air-Conditioning (1.71%)                                            
   Apogee Enterprises, Inc.                     57,000     2,265,750
   Metalclad Corp.                              45,600(a)     82,650
                                                                    
                                                           2,348,400
Refrigeration & Service                                             
Machinery (0.60%)                                                   
   Tecumseh Products Co.; Class A               14,400       826,200
                                                                    
Sanitary Services (1.03%)                                           
   Browning-Ferris Industries, Inc.             46,600     1,223,250
   USA Waste Services, Inc.                      5,847(a)    186,373
                                                                    
                                                           1,409,623
Savings Institutions (1.08%)                                        
   North Side Savings Bank                      15,000       817,500
   Sterling Financial Corp.                     46,900(a)    662,463
                                                                    
                                                           1,479,963
Screw Machine Products, Bolts,                                      
Etc. (1.00%)                                                        
   TriMas Corp.                                 57,500     1,372,812
                                                                    
Security Brokers & Dealers (0.66%)                                  
   Jefferies Group, Inc.                        22,400       904,400
                                                                    
Telephone Communication (0.83%)                                     
   McLeod, Inc.                                 44,500(a)  1,134,750
                                                                    
Toys & Sporting Goods (1.05%)                                       
   Mattel, Inc.                                 51,700     1,434,675
                                                
Trucking & Courier Services, Ex.
Air (0.36%)
   J. B. Hunt Transport Services, Inc.          35,500       497,000


                         Total Common Stocks             117,312,246

Preferred Stock (0.44%)

Offices & Clinics of Medical
Doctors (0.44%)
   FHP International Corp.
     Series A Convertible                       20,000(a)    610,000


                                               Principal
                                                Amount       Value


Bonds (1.55%)

Computer & Data Processing
Services (0.25%)
   Sierra On Line Convertible
      Subordinated Debentures;
      6.50%; 4/1/01                           $110,000(b) $  345,125

Industrial Inorganic Chemicals (0.35%)
   Ciba-Geigy Corp. Exchangeable
     Subordinated Debentures;
     6.25%; 3/15/16                            150,000(b)    150,000
   ICN Pharmaceuticals, Inc. Convertible
     Subordinated Debentures;
     8.50%; 11/15/99                          $300,000   $   325,500

                                                             475,500
Management & Public
Relations (0.73%)
   Complete Management, Inc. Convertible
     Debentures; 8.00%; 12/15/03             1,000,000     1,005,000

Nursing & Personal Care
Facilities (0.14%)
   Greenery Rehabilitation Group, Inc.
     Convertible Senior Subordinated
     Notes; 8.75%; 4/1/15                      250,000       192,187

Sanitary Services (0.08%)
   Enclean, Inc. Convertible Subordinated
     Debentures; 7.50%; 8/1/01                 100,000       102,339


                                 Total Bonds               2,120,151

Commercial Paper (12.28%)

Business Credit Institutions (4.27%)
   American Express Credit Corp.;
     5.50%; 1/10/97                          2,850,000     2,846,517
   General Electric Capital Corp.;                                  
     5.78%; 1/7/97                           3,015,000     3,012,579
                                                                    
                                                           5,859,096
Personal Credit Institutions (2.97%)         
   Beneficial Corp;
     5.80%; 1/8/97                           1,460,000     1,458,589
   Household Finance Corp.;                                         
     5.62%; 1/6/97                           2,610,000     2,608,370
                                                                    
                                                           4,066,959
Security Brokers & Dealers (5.04%)                                  
   Merrill Lynch & Co.;                                             
     5.85%; 1/3/97                           2,830,000     2,829,540
     5.95%; 1/9/97                           1,250,000     1,248,554
   Smith Barney, Inc.;                                              
     5.60%; 1/2/97                           2,840,000     2,840,000
                                                                    
                                                           6,918,094
                                             

                      Total Commercial Paper              16,844,149


        Total Portfolio Investments (99.80%)             136,886,546

Cash and Receivables, net of liabilities (0.20%)             274,335


                  Total Net Assets (100.00%)            $137,160,881



(a)  Non-income producing security - No dividend paid during the past twelve 
     months.
(b)  Restricted Security - See Note 4 to the financial statements.

PRINCIPAL GOVERNMENT SECURITIES
FUND, INC.


       Description of Issue                  Principal

    Type      Rate      Maturity                Amount      Value


Government National Mortgage Association (GNMA)
Certificates (32.28%)

GNMA I       6.50%   5/15/26                $1,000,000    $  955,380
GNMA I       7.00    1/15/24                   844,300       830,107
GNMA I       8.00    10/15/16-6/15/17        1,916,985     1,985,086
GNMA I       8.50    2/15/17-5/15/21         1,862,038     1,962,849
GNMA II      6.00    6/20/24-9/20/26        19,468,917    17,972,068
GNMA II      6.50    12/20/25-2/20/26        3,958,038     3,770,587


                     Total GNMA Certificates              27,476,077

Federal National Mortgage Association (FNMA)
Certificates (18.45%)

FNMA         5.50    5/1/24                  1,177,323     1,051,491
FNMA         6.00    11/1/23-3/1/26          4,062,985     3,779,118
FNMA         6.50    11/1/23-6/1/26          6,613,120     6,323,071
FNMA         7.00    TBA*                    1,000,000       978,180
FNMA         7.00    8/1/23                    786,901       772,926
FNMA         7.50    4/1/22                  1,051,299     1,058,395
FNMA         8.00    6/1/17-11/1/21            793,649       816,254
FNMA GL      6.50    8/15/25                   963,731       920,642
                                              

                     Total FNMA Certificates              15,700,077

Federal Home Loan Mortgage Corporation (FHLMC) Certificates (16.69%)

FHLMC        5.50    2/1/24-3/1/24           1,511,637     1,378,673
FHLMC        6.00    12/1/23-1/1/26          2,819,464     2,627,584
FHLMC        6.50    4/1/24-5/1/26           5,298,220     5,078,155
FHLMC        7.00    9/1/23-1/1/24           2,565,534     2,530,318
FHLMC        7.50    2/1/22-6/1/24           1,499,723     1,509,795
FHLMC        8.00    11/1/21                   752,170       772,531
FHLMC GL     7.50    3/1/23                    301,178       302,910
                                              

                    Total FHLMC Certificates              14,199,966


                                            Principal
                                              Amount       Value


Student Loan Marketing Association (SLMA)
Certificates (16.19%)

Student Loan Marketing Association
   Debentures;
   7.30%; 8/1/12                           $10,000,000   $10,316,899
   8.47%; 12/1/08                            1,000,000     1,136,995
   9.15%; 12/1/04                            1,200,000     1,381,893
   Notes; 6.13%; 12/1/05                       560,000       537,816
   Notes; 9.25%; 6/1/04                        350,000       403,353
                                              

                     Total SLMA Certificates              13,776,956

Private Export Funding Corporation (PEFCO)
Certificates (15.60%)

Private Export Funding Corp.
   Secured Notes;
   6.62%; 10/1/05                           $2,000,000    $1,985,080
   9.45%; 12/31/99                           4,500,000     4,894,200
   Series SS, Senior Secured Notes;
   5.50%; 3/15/01                            3,325,000     3,225,849
   5.80%; 2/1/04                             2,200,000     2,140,292
   7.03%; 10/31/03                           1,000,000     1,027,240
                                              

                    Total PEFCO Certificates              13,272,661

Federal Agency Short-Term Obligations (1.06%)

Federal Home Loan Mortgage Corp.;
   1/2/97                                      900,000       900,000


       Total Portfolio Investments (100.27%)              85,325,737

Liabilities, net of cash and receivables (-0.27%)           (225,879)


                  Total Net Assets (100.00%)             $85,099,858



*  Securities purchased on a to-be-announced basis.


PRINCIPAL GROWTH FUND, INC.


                                                Shares
                                                 Held        Value


Common Stocks (91.96%)

Advertising (1.20%)
   Interpublic Group of Cos., Inc.              25,300     $1,201,750

Beverages (1.70%)
   Coca-Cola Co.                                 8,800        463,100
   Pepsico, Inc.                                42,100      1,231,425
 
                                                            1,694,525
Blast Furnace & Basic Steel
Products (0.68%)
   Lukens, Inc.                                 33,600        676,200
                                                                   
Carpets & Rugs (0.64%)                                             
   Shaw Industries, Inc.                        54,800        643,900
                                                                   
Cash Grains (1.92%)                                                
   Pioneer Hi-Bred International                27,400      1,918,000
                                                                   
Commercial Banks (6.21%)                                           
   Banc One Corp.                               16,500        709,500
   Bank of Boston Corp.                         11,000        706,750
   Barnett Banks Inc.                           10,000        411,250
   Boatmen's Bancshares, Inc.                   18,700      1,206,150
   CoreStates Financial Corp.                   12,300        638,063
   First of America Bank Corp.                  11,700        703,462
   Firstar Corp.                                15,000        787,500
   Firstmerit Corp.                             14,600        518,300
   Princeton National Bancorp., Inc.            27,300        505,050
                                                                      
                                                            6,186,025
Communications Equipment (3.99%)                                   
   General Instrument Corp.                     75,800(a)  $1,639,175
   Northern Telecom Ltd.                        18,700      1,157,063
   Octel Communications Corp.                   67,200(a)   1,176,000
                                                                   
                                                            3,972,238
Computer & Data Processing                     
Services (3.01%)
   GTECH Holdings Corp.                         47,800(a)   1,529,600
   Microsoft Corp.                              17,800(a)   1,470,725
                                                                    
                                                            3,000,325
Computer & Office Equipment (6.12%)                                 
   Automatic Data Processing, Inc.              20,000        857,500
   Bay Networks                                 45,600(a)     951,900
   Ceridian Corp.                               37,400(a)   1,514,700
   Digital Equipment Corp.                      30,800(a)   1,120,350
   Hewlett-Packard Co.                          27,500      1,381,875
   Pitney Bowes, Inc.                            5,000        272,500
                                                                    
                                                            6,098,825
Department Stores (0.60%)                                           
   May Department Stores                        12,800        598,400
                                                                    
Drugs (7.52%)                                                       
   Alliance Pharmaceutical Corp.                10,000(a)     136,250
   Bristol-Myers Squibb Co.                     10,000      1,087,500
   Genzyme Corp. - General Division              9,500(a)     206,625
   Johnson & Johnson                            20,000        995,000
   Lilly (Eli) & Co.                            20,000      1,460,000
   Merck & Co., Inc.                            14,600      1,157,050
   Pharmacia & Upjohn, Inc.                     27,500      1,089,687
   Smithkline Beecham PLC ADR                   20,000      1,360,000
                                                                    
                                                            7,492,112
Eating & Drinking Places (0.32%)                
   McDonald's Corp.                              7,000        316,750
                                                                     
Electrical Goods (0.73%)                                             
   Avnet, Inc.                                  12,500        728,125
                                                                     
Electronic Components &                                              
Accessories (3.94%)                                                  
   Intel Corp.                                  17,300      2,265,219
   Linear Technology Corp.                      37,800      1,658,475
                                                                     
                                                            3,923,694
Electronic Distribution                                              
Equipment (0.50%)                                                    
   General Electric Co.                          5,000        494,375
                                                                     
Federal & Federally Sponsored                                        
Credit (0.41%)                                                       
   Federal National Mortgage Association11,000                409,750
                                                            
Footwear, Except Rubber (1.70%)
   Stride Rite Corp.                           169,300      1,693,000
                                                                   
General Industrial Machinery (2.85%)                               
   Flow International Corp.                     42,100(a)     384,163
   Ingersoll-Rand Co.                           20,400        907,800
   Tyco International Ltd.                      29,200      1,543,950
                                                                   
                                                            2,835,913
Grain Mill Products (1.39%)                                        
   Ralcorp Holdings, Inc.                       15,000(a)     316,875
   Ralston-Ralston Purina Group                 14,600      1,071,275
                                                                   
                                                            1,388,150
Grocery Stores (0.40%)                                             
   Casey's General Stores, Inc.                 21,200     $  397,500
                                              
Hose, Belting, Gaskets &
Packing (1.33%)
   Mark IV Industries                           58,500      1,323,562
                                                                  
Hospitals (2.75%)                                                 
   Columbia/HCA Healthcare Corp.                24,900      1,014,675
   Humana, Inc.                                 45,500(a)     870,188
   Universal Health Services, Inc.;                                  
     Class B                                    30,000(a)     858,750
                                                                     
                                                            2,743,613
Household Furniture (1.26%)                                          
   Masco Corp.                                  34,900      1,256,400
                                                                     
Investment Offices (1.12%)                                           
   Invesco FDG LLC Sponsored ADR                 4,200(a)     182,700
   Invesco PLC ADS                              21,000        931,875
                                                                     
                                                            1,114,575
Knitting Mills (0.30%)                                               
   Russell Corp.                                10,000        297,500
                                                                     
Lumber & Other Building                                              
Materials (1.38%)                                                    
   Home Depot, Inc.                             27,400      1,373,425
                                                            
Management & Public
Relations (2.37%)
   ACNielson Corp.                               1,666(a)      25,198
   Cognizant Corp.                               5,000        165,000
   Dun & Bradstreet Corp.                        5,000        118,750
   Medaphis Corp.                              183,000(a)   2,047,313
                                                                     
                                                            2,356,261
Medical Instruments &                                                
Supplies (4.89%)                                                     
   Becton, Dickinson & Co.                      20,000        867,500
   Boston Scientific Corp.                      41,100(a)   2,466,000
   Nellcor Puritan Bennett                      70,200(a)   1,535,625
                                                                     
                                                            4,869,125
Medical Service & Health                                             
Insurance (3.43%)                                                    
   AON Corp.                                    11,700        726,862
   Foundation Health Corp.                      31,600(a)   1,003,300
   Health System International, Inc.            21,000(a)     519,750
   United Healthcare Corp.                      15,000        675,000
   Value Health, Inc.                           25,000(a)     487,500
                                                                     
                                                            3,412,412
Millwork, Plywood & Structural                                       
Members (1.01%)                                                      
   Georgia-Pacific Corp.                        14,000      1,008,000
                                                                     
Miscellaneous Chemical                                               
Products (0.61%)                                                     
   Loctite Corp.                                10,000        608,750
                                                            
Miscellaneous Converted Paper
Products (0.54%)
   Minnesota Mining & Mfg. Co.                   6,500        538,687
                                                                     
Miscellaneous Electrical Equipment &                                 
Supplies (1.68%)                                                     
   Motorola, Inc.                               27,300      1,675,537
                                                                     
Miscellaneous Fabricated                                             
Metal Products (0.95%)                                               
   Parker-Hannifin Corp.                        24,300     $  941,625
                                                                     
Miscellaneous Plastics Products,                                     
NEC (0.23%)                                                          
   Rubbermaid, Inc.                             10,000        227,500
                                                                     
Miscellaneous Shopping Goods                                         
Stores (0.45%)                                                       
   Toys 'R' Us, Inc.                            15,000(a)     450,000
                                                                     
Motor Vehicles & Equipment (3.35%)                                   
   Chrysler Corp.                               60,200      1,986,600
   Dana Corp.                                   41,300      1,347,413
                                                                     
                                                            3,334,013
Offices & Clinics of Medical                                         
Doctors (0.98%)                                                      
   FHP International Corp.                      26,200(a)     972,675
                                                           
Office Furniture (0.42%)
   Chromcraft Revington, Inc.                   15,100(a)     419,025
                                                                     
Operative Builders (0.60%)                                           
   Pulte Corp.                                  19,300        593,475
                                                                     
Paints & Allied Products (0.43%)                                     
   RPM, Inc.                                    25,000        425,000
                                                                     
Petroleum Refining (2.23%)                                           
   Atlantic Richfield Co.                        5,800        768,500
   Exxon Corp.                                  14,800      1,450,400
                                                                     
                                                            2,218,900
Photographic Equipment &                                             
Supplies (0.01%)                                                     
   Imation Corp.                                   380(a)      10,688
                                                                     
Plastic Materials & Synthetics (0.83%)                               
   A. Schulman, Inc.                            33,600        823,200
                                                                     
Preserved Fruits & Vegetables (0.86%)                                
   CPC International, Inc.                      11,100        860,250
                                                                     
Radio, Television & Computer                                         
Stores (0.22%)                                                       
   Tandy Corp.                                   5,000        220,000
                                                                     
Radio & Television                                                   
Broadcasting (0.91%)                                                 
   Sinclair Broadcasting Group                  35,000(a)     910,000
                                                             
Refrigeration & Service
Machinery (0.97%)
   Tecumseh Products Co.; Class A               16,800        963,900
                                                                     
Rubber & Plastics Footwear (1.20%)                                   
   Nike, Inc.                                   20,000      1,195,000
                                                                     
Sanitary Services (1.26%)                                            
   Browning-Ferris Industries, Inc.             29,300        769,125
   WMX Technologies, Inc.                       15,000        489,375
                                                                     
                                                            1,258,500
Security Brokers & Dealers (0.97%)                                   
   Salomon, Inc.                                20,400     $  961,350
                                                                     
Shoe Stores (0.06%)                                                  
   Payless Shoesource Inc.                       1,600(a)      60,000
                                                                     
Soap, Cleaners & Toilet Goods (3.11%)                                
   Colgate-Palmolive Co.                        11,700      1,079,325
   Ecolab, Inc.                                 46,400      1,745,800
   International Flavors & Fragrances, Inc.      6,000        270,000

                                                            3,095,125
Toys & Sporting Goods (1.00%)
   Mattel, Inc.                                 35,950        997,612
                                                                  
Variety Stores (0.34%)                                            
   Wal-Mart Stores, Inc.                        15,000        343,125
                                                                  
Women's & Children's                                              
Undergarments (2.08%)                                             
   Warnaco Group; Class A                       69,800      2,067,825
                                              

                          Total Common Stock               91,596,192

Preferred Stock (0.37%)

Offices & Clinics of Medical
Doctors (0.37%)
   FHP International Corp.;
     Series A Convertible                       12,182        371,551


                                               Principal
                                                Amount       Value


Commercial Paper (7.00%)

Business Credit Institutions (1.90%)
   American Express Credit Corp.;
     5.80%; 1/7/97                          $1,900,000     $1,898,469

Personal Credit Institutions (3.34%)
   Beneficial Corp.;
     5.95%; 1/3/97                           1,255,000      1,254,793
   Ford Motor Credit Co.;
     5.91%; 1/2/97                           2,070,000      2,070,000

                                                            3,324,793
Security Brokers & Dealers (1.76%)
   Merrill Lynch & Co., Inc.
     6.20%; 1/6/97                           1,755,000      1,753,791


                      Total Commercial Paper                6,977,053


        Total Portfolio Investments (99.33%)               98,944,796

Cash and receivables, net of liabilities (0.67%)              667,114


                  Total Net Assets (100.00%)              $99,611,910

(a)  Non-income  producing  security - No  dividend  paid during the past twelve
     months.


PRINCIPAL HIGH YIELD FUND, INC.


                                               Principal
                                                Amount       Value




Bonds (90.48%)

Aircraft & Parts (2.03%)
   Rohr Industries, Inc. Subordinated
     Debentures; 9.25%; 3/1/17                $300,000     $  279,000

Blast Furnace & Basic Steel
Products (3.24%)
   Ivaco Senior Notes;
     11.50%; 9/15/05                           150,000        148,875
   Weirton Steel Corp. Senior Notes;
     10.75%; 6/1/05                            300,000        297,000

                                                              445,875
Broadwoven Fabric Mills,
Cotton (2.21%)
   J.P. Stevens & Co. Inc.
    Sinking Fund Debentures;
     9.00%; 3/1/17                             300,000        303,750

Cable & Other Pay TV
Services (3.72%)
   Jones Intercable, Inc. Senior Notes;
     9.63%; 3/15/02                            300,000        315,000
   TCI Communications, Inc. Debentures;
     8.75%; 8/1/15                             200,000        196,656

                                                             511,656
Cogeneration - Small Power
Producer (3.50%)
   AES Corp. Senior Subordinated
     Notes; 10.25%; 7/15/06                    300,000        322,500
   California Energy Co., Inc.
     Ltd. Resource Senior Secured
     Notes; 9.88%; 6/30/03                     150,000        158,250

                                                              480,750
Computer & Data Processing
Services (2.41%)
   Tenet Healthcare Corp.
     Senior Subordinated Notes;
     10.13%; 3/1/05                            300,000        331,500
                                                                   
Consumer Products (2.92%)                                          
   RJR Nabisco, Inc. Senior Notes;                                 
     8.75%; 8/15/05                            400,000        401,641
                                                                   
Crude Petroleum & Natural                                          
Gas (4.22%)                                                        
   Chesapeake Energy Corp.                                         
     Senior Notes; 9.13%; 4/15/06              150,000        155,625
   Nuevo Energy Co.                                                
     Senior Subordinated Notes;                                    
     9.50%; 4/15/06                            400,000        424,000
                                                                   
                                                              579,625
Electric Services (1.15%)                                          
   El Paso Electric Co.                                            
     First Mortgage Bonds, Series D;                               
     8.90%; 2/1/06                             150,000        158,250
                                              
Electrical Industrial Apparatus (1.51%)
   Motors & Gears, Inc.,
     Series A Senior Notes;
     10.75%; 11/15/06                          200,000(a)     207,000

Electronic Components &
Accessories (2.37%)
   Advanced Micro Devices, Inc.;
     11.00%; 8/1/03                           $300,000     $  325,500

Engines & Turbines (2.03%)
   Outboard Marine Corp. Debentures;
     9.13%; 4/15/17                            300,000        279,000

Footwear, Except Rubber (0.73%)
   Brown Group, Inc. Senior Notes;
     9.50%; 10/15/06                           100,000        100,750

Forest Products (2.04%)
   Doman Industries, Ltd. Senior Notes;
     8.75%; 3/15/04                            300,000        279,750

Fuel Dealers (2.23%)
   Petroleum Heat & Power Co., Inc.
     Subordinated Notes;
     10.13%; 4/1/03                            300,000        306,000

General Government, NEC (1.04%)
   Republic of Argentina Global Bonds;
     8.38%; 12/20/03                           150,000        142,500

Groceries & Related Products (2.07%)
   Rykoff-Sexton, Inc. Senior
     Subordinated Notes;
     8.88%; 11/1/03                            300,000        285,000

Grocery Stores (3.51%)
   Dominick's Finer Foods, Inc.
     Senior Subordinated Notes;
     10.88%; 5/1/05                            150,000        166,500
   Ralph's Grocery Co.
     Senior Subordinated Notes;
     11.00%; 6/15/05                           300,000        315,750

                                                              482,250
Hotels & Motels (2.17%)
   John Q. Hammons Hotels, L.P. &
     Finance Corp. First Mortgage
     Notes; 8.88%; 2/15/04                     300,000        297,750

Industrial Inorganic Chemicals (1.51%)
   PT Tri Polyta Indonesia TBK;
     11.38%; 12/1/03                           200,000        208,000

Knitting Mills (2.36%)
   Tultex Corp. Senior Notes;
     10.63%; 3/15/05                           300,000        324,750

Miscellaneous Amusement, Recreation
Service (1.15%)
   Rio Hotel & Casino, Inc.
     Senior Subordinated Notes;
     10.63%; 7/15/05                           150,000        157,500

Miscellaneous Plastics Products,
NEC (2.17%)
   Congoleum Corp. Senior Notes;
     9.00%; 2/1/01                             300,000        298,500

Motor Vehicles & Equipment (2.58%)
   Blue Bird Body Company Senior
     Subordinated Notes;
     10.75%; 11/15/06                          $50,000     $   52,500
   Lear Seating Corp. Subordinated
     Notes; 8.25%; 2/1/02                      300,000        302,250

                                                              354,750
Nonferrous Foundries
(Casting) (1.19%)
   Howmet Corp. Senior Subordinated
     Notes; 10.00%; 12/1/03                    150,000        163,500

Nursing & Personal Care
Facilities (2.14%)
   Mariner Health Group, Inc. Senior
     Subordinated Notes; 9.50%; 4/1/06         300,000        294,000

Oil & Gas Field Services (0.77%)
   Parker Drilling Company Senior Notes;
     9.75%; 11/15/06                           100,000(a)     105,250

Petroleum Refining (2.23%)
   Crown Central Petroleum Corp.
     Senior Notes; 10.88%; 2/1/05              300,000        306,750

Primary Nonferrous Metals (0.38%)
   Euramax International PLC Senior
     Subordinated Notes;
     11.25%; 10/1/06                            50,000(a)      51,625
                                                                    
Pulp Mills (2.64%)                                                  
   Magnetek, Inc. Senior Subordinated                               
     Debentures; 10.75%; 11/15/98              350,000        363,125
                                                                    
Radio, Television & Computer                                        
Stores (2.24%)                                                      
   Compusa, Inc. Senior Subordinated                                
     Notes; 9.50%; 6/15/00                     300,000        307,500
                                                                    
Radio & Television                                                  
Broadcasting (3.24%)                                                
   American Radio Systems                                           
     Senior Subordinated Notes;                                     
     9.00%; 2/1/06                             300,000        295,500
   Sullivan Broadcasting Inc.                                       
     Senior Subordinated Notes;                                     
     10.25%; 12/15/05                          150,000        150,375
                                                                    
                                                              445,875
Retail Stores, NEC (1.50%)                                          
   Cole National Group, Inc. Senior                                 
     Subordinated Notes;                                            
     9.88%; 12/31/06                           200,000(a)     206,000
                                                                    
School Buses (1.51%)                                                
   Lamar Advertising Company Senior                                 
     Subordinated Notes;                                            
     9.63%; 12/1/06                            200,000        207,000
                                               
Soap, Cleaners & Toilet Goods (2.32%)
   Coty, Inc. Senior Subordinated
     Notes; 10.25%; 5/1/05                     300,000        318,750
                                                                    
Telephone Communication (10.79%)                                    
   360 Communications Co.                                           
     Senior Notes; 7.50%; 3/1/06              $150,000     $  148,813
   Paging Network, Inc. Senior                                      
     Debentures; 8.88%; 2/1/06                 300,000        286,125
   Rogers Cablesystems Ltd. Senior                                  
     Secured Second Priority Notes;                                 
     9.63%; 8/1/02                             250,000        261,250
   Rogers Cantel Inc. Senior Secured                                
     Debentures; 9.75%; 6/1/16                 300,000        315,000
   Telecom Argentina Stet-France                                    
     Telecom SA Senior Notes;                                       
     12.00%; 11/15/02                          150,000        168,375
   Vanguard Cellular Systems, Inc.            
     Senior Debentures; 9.38%; 4/15/06         300,000        303,000
 
                                                            1,482,563
Textile Finishing, Except Wool (2.23%)
   Dominion Textile (USA) Inc.
     Guaranteed Senior Notes;
     9.25%; 4/1/06                             300,000        306,000

Water Supply (2.43%)
   California Energy Casecnan Water &
     Energy Co., Inc. Senior Secured
     Bonds Series B; 11.95%; 11/15/10          300,000        333,750


                                 Total Bonds               12,432,735

Commercial Paper (7.28%)

Federal & Federally Sponsored
Credit (7.28%)
   FHLMC Commercial Paper;
     5.40%; 1/2/97                           1,000,000      1,000,000


        Total Portfolio Investments (97.76%)               13,432,735

Cash and receivables, net of liabilities (2.24%)              307,608


                  Total Net Assets (100.00%)              $13,740,343


(a)  Restricted Security - See Note 4 to the financial statements.

PRINCIPAL MONEY MARKET FUND, INC.


                                               Principal
                                                Amount       Value


Commercial Paper (84.65%)

Asset Backed Securities (8.89%)
   Corporate Asset Funding Co.;
     5.55%; 1/28/97                           $500,000     $  497,996
     5.55%; 1/29/97                            275,000        273,855
   Retailer Funding Corp. Notes;
     5.65%; 1/23/97                            500,000        498,352
     5.60%; 1/30/97                            750,000        746,733
   Ciesco L.P.;                                                      
     5.50%; 1/16/97                            850,000        848,182
     5.65%; 1/22/97                            500,000        498,431
     5.60%; 1/31/97                            750,000        746,617
                                                                     
                                                            4,110,116
Business Credit Institutions (7.74%)                                 
   AON Corp.;                                                        
     5.31%; 1/17/97                           $750,000     $  748,340
     5.30%; 2/7/97                             600,000        596,820
   CIT Group Holdings, Inc.;                                         
     5.31%; 2/28/97                            400,000        396,637
     5.28%; 6/2/97                             750,000        733,390
   General Electric Capital Corp.;                                   
     5.29%; 1/24/97                            500,000        498,384
   International Lease Finance Corp.;                                
     5.55%; 1/17/97                            605,000        603,601
                                                                     
                                                            3,577,172
Computer & Office Equipment (3.83%)                                  
   Xerox Credit Corp.;                                               
     5.38%; 1/24/97                            180,000        179,409
     5.65%; 1/22/97                            475,000        473,509
     5.32%; 2/4/97                             125,000        124,390
     5.50%; 2/5/97                           1,000,000        994,806
                                                                     
                                                            1,772,114
Department Stores (1.49%)                                            
   Sears Roebuck Acceptance Corp.;                                   
     5.31%; 3/11/97                            350,000        346,489
     5.39%; 5/19/97                            350,000        342,821
                                                                     
                                                              689,310
Drugs (0.79%)                                                        
   Abbott Laboratories;                                              
     5.95%; 1/9/97                             365,000        364,578
                                                                    
Electric Services (5.75%)                                             
   AES Shady Point, Inc.;                                             
     5.42%; 1/10/97                            500,000        499,398 
     5.42%; 1/13/97                            150,000        149,751 
   Commed Fuel Co., Inc.;                                             
     LOC Canadian Imperial Bank of                                    
     Commerce;                                                        
     5.31%; 2/26/97                            125,000        123,986 
     5.32%; 2/25/97                            400,000        396,749 
     5.31%; 2/25/97                            400,000        396,814 
     LOC Credit Suisse; 5/37%; 2/11/97         750,000        745,525 
   Florida Power Corp.;                                               
     5.55%; 1/28/97                            350,000        348,597 
                                                                      
                                                            2,660,820 
Finance Services (4.62%)                                              
   Mitsubishi International Corp.;                                    
     5.34%; 1/27/97                            700,000        697,404 
     5.40%; 2/10/97                            500,000        497,075 
     5.32%; 3/3/97                             325,000        322,118 
     5.35%; 3/3/97                             375,000        371,656 
     5.43%; 3/17/97                            250,000        247,210 
                                                                      
                                                            2,135,463 
Foregin Banks, Branches &                                             
Agencies (2.97%)                                                      
   Barclays U.S. Funding;                                             
     5.73%; 1/3/97                             625,000        624,901 
     5.50%; 1/21/97                            750,000        747,823 
                                                                      
                                                            1,372,724 
Forest Products (2.15%)                                               
   Weyerhaeuser Co.;                                                  
     5.50%; 2/6/97                           1,000,000        994,653 
                                                            
Gas Production & Distribution (0.99%)
   Washingtron Gas Light Co.;
     5.65%; 2/7/97                             460,000        457,401
                                                                    
Investment Offices (3.99%)                                          
   Morgan Stanley Group, Inc.;                                      
     5.43%; 1/7/97                            $500,000     $  499,623
     5.43%; 1/15/97                            600,000        598,824
     5.37%; 2/12/97                            750,000        745,413
                                                                    
                                                            1,843,860
Miscellaneous Investing (1.62%)                                     
   MLTC Funding, Inc.;                                              
     LOC Citibank, N.A.;                                            
     5.32%; 1/21/97                            400,000        398,877
     5.33%; 1/24/97                            350,000        348,860
                                                                    
                                                              747,737
                                                                    
Mortgage Bankers & Brokers (0.56%)                                  
   Countrywide Home Loan, Inc.;                                     
     5.46%; 1/15/97                            260,000        259,487
                                                                    
Motor Vehicles & Equipment (4.73%)                                  
   Echlin, Inc.;                                                    
     5.40%; 1/6/97                             250,000        249,850
     5.34%; 1/16/97                            350,000        349,273
     5.38%; 1/16/97                            300,000        299,372
     5.42%; 1/29/97                            400,000        398,374
     5.36%; 3/14/97                            500,000        494,715
     5.41%; 3/18/97                            400,000        395,492
                                                                    
                                                            2,187,076
Personal Credit Institutions (7.77%)                                
   Comoloco Inc.;                                                   
     5.40%; 2/10/97                            500,000        497,075
     5.32%; 2/27/97                            500,000        495,862
     5.50%; 5/23/97                            250,000        244,615
     5.38%; 7/24/97                            500,000        484,831
   Ford Motor Credit Co.;                                           
     5.34%; 1/30/97                            250,000        248,962
   General Motors Acceptance Corp.;                                 
     5.35%; 1/17/97                            150,000        149,666
     5.45%; 1/24/97                            150,000        149,501
     5.60%; 3/3/97                             125,000        123,833
     5.67%; 3/7/97                             400,000        395,968
     5.70%; 3/10/97                            200,000        197,878
     5.68%; 3/14/97                            250,000        247,199
   Norwest Financial, Inc.;                                         
     5.30%; 2/18/97                            360,000        357,509
                                                                    
                                                            3,592,899
Real Estate Operators &                                             
Lessors (3.02%)                                                     
   Towson Town Center, Inc.; LOC                                    
     Bank of Tokyo-Mitsubishi, Ltd.;                                
     5.60%; 1/16/97                            400,000        399,128
     5.40%; 1/17/97                            200,000        199,550
     5.40%; 1/17/97                            300,000        299,325
     5.55%; 2/19/97                            500,000        496,300
                                                                    
                                                            1,394,303
Security Brokers & Dealers (14.42%)                                 
   Bear Stearns Cos.;                                               
     5.50%; 1/31/97                            700,000        696,899
   Goldman Sachs Group, L.P.;                                       
     5.45%; 1/8/97                             575,000        574,478
     5.35%; 2/14/97                            825,000        819,728
     5.37%; 2/14/97                            400,000        397,434
     5.32%; 3/21/97                            375,000        370,677
Security Brokers & Dealers (Con't)             
   Merrill Lynch & Co., Inc.;
     5.45%; 1/9/97                            $500,000     $  499,470
     5.34%; 1/13/97                            150,000        149,755
     5.33%; 1/22/97                            225,000        224,334
     5.33%; 1/23/97                            500,000        498,445
     5.33%; 1/23/97                            200,000        199,378
     5.35%; 2/13/97                            575,000        571,411
   Smith Barney Inc.;                                                
     5.42%; 1/2/97                             700,000        700,000
     5.40%; 1/3/97                             500,000        499,925
     5.45%; 1/3/97                             300,000        299,955
     5.55%; 1/3/97                             170,000        169,974
                                                            6,671,863
Soap, Cleaners & Toilet Goods (0.49%)                                
   Procter & Gamble Co.;                                             
     5.55%; 1/7/97                             225,000        224,827
                                                                     
Subdividers & Developers (4.41%)                                     
   Hartz 667 Commercial Paper Corp.;                                 
     LOC Bank of Tokyo-Mitsubishi, Ltd.;                             
     5.42%; 1/14/97                          1,000,000        998,193
     5.67%; 2/3/97                             750,000        746,220
     5.40%; 2/3/97                             300,000        298,560
                                                                     
                                                            2,042,973
Tires & Inner Tubes (4.42%)                                          
   Bridgestone/Firestone;                                            
     LOC Sumitomo Bank Ltd.;                                         
     5.55%; 1/6/97                             750,000        749,538
     5.50%; 1/8/97                             400,000        399,633
     6.00%; 1/9/97                             400,000        399,533
     5.37%; 1/13/97                            500,000        499,180
                                                                     
                                                            2,047,884
                                                            

                      Total Commercial Paper               39,147,310

Bank Notes (4.00%)

Commercial Banks (4.00%)
   LaSalle National Bank;
     5.56%; 3/6/97                             300,000        300,000
     5.47%; 3/15/97                            300,000        300,000
     5.77%; 4/25/97                            350,000        350,000
     5.72%; 4/30/97                            400,000        400,000
     6.20%; 8/21/97                            500,000        500,000
                                               

                            Total Bank Notes                1,850,000

Bonds (9.61%)

Business Credit Institutions (2.16%)
   John Deere Capital Corp.
     Medium-Term Notes, Series C;
     5.95%; 6/30/97                          1,000,000        999,444

Electric Services (1.09%)
   Southern California Edison Co. Ref.
     Mortgage; 6.13%; 7/15/97                  500,000        501,335

Personal Credit Institutions (6.36%)
   American General Finance Corp.;
     7.70%; 11/15/97                          $500,000     $  508,455
   Associates Corp. of North America
     Senior Notes;
     8.63%; 6/15/97                          1,000,000      1,012,035
     6.75%; 7/15/97                            500,000        502,280
   Ford Motor Credit Co.;                                           
     5.63%; 3/3/97                             415,000        415,074
   Household Finance Corp. Notes;                                   
     6.25%; 10/15/97                           500,000        501,899
                                                                    
                                                            2,939,743
                                             

                                 Total Bonds                4,440,522

U.S. Government Treasury Bill (1.41%)

Treasury Bill (1.41%)
   U.S. Government Treasury Bill;
     5.09%; 3/6/97                             660,000        654,077



        Total Portfolio Investments (99.67%)               46,091,909

Cash and receivables, net of liabilities (0.33%)              152,340


                  Total Net Assets (100.00%)              $46,244,249



PRINCIPAL WORLD FUND, INC.


                                                Shares
                                                 Held        Value


Common Stocks (94.61%)

Aircraft & Parts (0.03%)
   Cemex SA                                      6,936     $   24,891
                                                                     
Beverages (1.21%)                                                    
   Lion Nathan                                 362,000        867,047
                                                                     
Blast Furnace & Basic Steel                                          
Products (1.27%)                                                     
   Voest-Alpine Stahl                           25,700(b)     913,290
                                                                     
Cement, Hydraulic (0.06%)                                            
   Apasco SA                                     6,320         43,354
                                                                     
Central Reserve Depositories (5.23%)                                 
   Banco Totta & Acores                         23,000        433,185
   Barclays PLC                                 83,048      1,421,911
   Ergo Bank                                     3,800        192,611
   Union Bank of Norway                         12,800        400,916
   Wing Hang Bank                              286,000      1,297,816
                                                                     
                                                            3,746,439
Combination Utility Services (2.51%)                                 
   ABB AG                                          905      1,122,218
   Iberdrola 1 SA                               47,600        673,334
                                                                     
                                                            1,795,552
Commercial Banks (7.62%)                                             
   ABN-AMRO Holdings NV                         12,235        795,042
   Bank of Ireland                             116,449      1,063,155
   Fokus Bank                                  119,000(b)  $  818,135
   Grupo Financiero Bancomer;                                        
     Series B                                  235,000(a)      94,036
   National Australia Bank Ltd.                 89,885      1,056,606
   Siam City Bank                              555,000        519,500
   Svenska Handelsbanken AB Free                40,500      1,115,110
                                                                     
                                                            5,461,584
Communications Services,                                             
NEC (1.03%)                                                          
   KPN Royal PTT Nederland                      19,389        738,688
                                                                     
Computer & Office Equipment (0.12%)                                  
   Canon, Inc.                                   4,000         88,222
                                                                     
Concrete, Gypsum & Plaster                                           
Products (0.02%)                                                     
   Cementos de Mexico SA                         3,200         12,439
                                                                     
Construction & Related                                               
Machinery (0.78%)                                                    
   Powerscreen International PLC                58,100        561,760
                                                                     
Consumer Products (1.90%)                                            
   Imasco Ltd.                                  55,700      1,365,422
                                                                     
Crude Petroleum & Natural                                            
Gas (0.62%)                                                          
   Hardy Oil & Gas                              86,200        443,280
                                                                     
Deap Sea Foreign Transportation                                      
of Freight (0.50%)                                                   
   Van Ommeren NV                                7,900        356,239
                                                                     
Department Stores (0.75%)                                            
   Vendex International                         12,500        534,041
                                                                     
Drugs (4.05%)                                                        
   Elan Corp. PLC ADR                           23,400(a)     778,050
   Galenica Holdings AG                            480        170,877
   Roussel-Uclaf                                 2,970        872,364
   Teva Pharmaceutical ADR                      21,500      1,080,375
                                                                     
                                                            2,901,666
Electric Light & Wiring                                              
Equipment (0.33%)                                                    
   Clipsal Industries Holdings                  25,000         91,000
   Otra NV                                       8,300        142,513
                                                                     
                                                              233,513
Electric Services (1.12%)                                            
   Korea Electric Power Corp.                    8,100        235,671
   Korea Mobil Telecommunications                                    
     Corp.                                         290        156,404
   Northern Ireland Electric                    63,400        413,372
                                                                     
                                                              805,447
Electronic Components &                                              
Accessories (2.71%)                                                  
   Amtek Engineering                           391,250        777,567
   Elec & Eltek International                  268,000      1,018,400
   Murata Mfg.                                   1,000         33,170
   Varitronix                                   63,000        114,027
                                                                     
                                                            1,943,164
Electronic Distribution                                              
Equipment (3.42%)                                                    
   Amper SA                                     38,000        869,114
   Phillips Electronics                         28,900     $1,169,542
   Techtronic Industries Co.                     2,800        416,290
                                                                     
                                                            2,454,946
Engines & Turbines (2.38%)                                           
   Mabuchi Motor                                 1,400         70,320
   PT United Tractors                          372,000        779,428
   Scapa Group PLC                             204,000        855,308
                                                                     
                                                            1,705,056
Farm & Garden Machinery (1.31%)                                      
   New Holland NV                               45,000(a)     939,375
                                                                     
Finance Services (1.34%)                                             
   MBF Capital Berhad                          592,000        961,075
                                                                     
Foreign Banks, Branches &                                            
Agencies (0.05%)                                                     
   Shinhan Bank                                  2,740(a)      37,268
                                                                     
Forest Products (0.17%)                                              
   Metsa-Serla                                  16,000        119,765
                                                                     
Functions Closely Related to                                         
Banking (0.87%)                                                      
   Liechtenstein Global Trust AG                 1,225        625,856
                                                                     
Gas Production & Distribution (1.62%)                                
   Hafslund ASA                                  5,467         37,415
   OMV AG                                        9,950      1,120,800
                                                                     
                                                            1,158,215
Highway & Street                                           
Construction (0.38%)
   BAU Holdings AG                               3,030        151,227
   Edrasis Psallidas                            14,664        124,820
                                                                     
                                                              276,047
Holding Offices (1.21%)                                              
   First Pacific Co. Ltd.                      666,382        865,824
                                                                     
Household Appliances (1.00%)                                         
   Fisher & Paykel                             182,086        714,012
                                                                     
Household Audio & Video                                              
Equipment (0.88%)                                                    
   SKF 'B' Free                                 26,800        633,888
                                                                     
Industrial Inorganic Chemicals (2.12%)                               
   Bayer AG                                     20,100        814,507
   Kemira OY                                    56,000(a)(b)  704,707
                                                                    
                                                            1,519,214
Investment Offices (1.41%)                                           
   Invesco Funding                              37,800(a)     167,863
   Invesco PLC                                 189,000        839,316
                                                                     
                                                            1,007,179
Meat Products (7.06%)                                                
   AFFCO Holdings                            1,147,265        502,562
   Danisco AS                                   22,000      1,335,163
   Davomas Abadi                               780,000        701,587
   Orkla B Ordinary Shares                      21,300      1,350,977
   Unilever NV                                   6,630      1,171,350
                                                                     
                                                            5,061,639
Medical Instruments &                                                
Supplies (0.12%)                                                     
   Nycomed                                       5,467         83,905
                                                                    
Miscellaneous Chemical                                              
Products (3.43%)                                                    
   Hoechst AG                                   22,500     $1,040,971 
   Novartis AG                                   1,238      1,414,204 
                                                                      
                                                            2,455,175 
Miscellaneous Durable Goods (1.02%)                                   
   Hagemeyer NV                                  9,175        732,520 
                                                                      
Miscellaneous Equipment Rental &                                      
Leasing (1.36%)                                                       
   Insituto Mobiliane Italian                  114,000        974,679 
                                                                      
Miscellaneous Food & Kindred                                          
Products (0.57%)                                                      
   Burns, Philp & Co., Ltd.                    230,631        410,322 
                                                                      
Miscellaneous Furniture &                                             
Fixtures (0.08%)                                                      
   Pt Surya Toto                                29,000         57,693 
                                                                      
Miscellaneous Manufacturers (0.57%)                                   
   Carter Holt Harvey Ltd.                     181,000        410,504 
                                                                      
Miscellaneous Non-Durable                                             
Goods (1.97%)                                                         
   Grand Metropolitan PLC                      179,500      1,409,949 
                                                                      
Miscellaneous Plastics Products,                                      
NEC (0.62%)                                                           
   Royal Plastics Group                         24,100(b)     445,725 
                                                                      
Miscellaneous Textile Goods (0.72%)                                   
   Espirit Asia                              1,158,000        512,754 
                                                                      
Miscellaneous Transportation                                          
Equipment (0.54%)                                                     
   Autoliv AB                                    8,900        389,732 
                                                                      
Miscellaneous Transportation                                          
Services (0.23%)                                                      
   Koninklijke Pakhoed NV                        5,281        164,865 
                                                                      
Miscellaneous Wood Products (0.25%)                                   
   Enso OY                                      22,300        179,019 
                                                                      
Motor Vehicles & Equipment (1.74%)                                    
   E.C.I.A. Equipment & Composants               4,600        709,634 
   Hyundai Motor Co. Ltd. GDR                   25,000(b)     173,750 
   Volvo AB                                     16,450        362,583 
                                                                      
                                                            1,245,967 
Motor Vehicles, Parts &                                               
Supplies (1.06%)                                                      
   Dahl International AB                        36,000(a)     756,588 
                                                                      
Newspapers (1.57%)                                                    
   Marcoiberica Distribucion de                                       
     Edicioues                                  58,500        618,393 
   Publishing & Broadcasting Ltd.              104,000        505,527 
                                                                      
                                                            1,123,920 
Oil & Gas Field Services (1.55%)                                      
   Repsol Petroleo SA                           28,960      1,108,751 
                                                                      
Personal Credit Institutions (0.28%)                                  
   Manhattan Card Co.                          402,000     $  203,988 
                                                                      
Plastic Materials & Synthetics (1.21%)                                
   Astra AB                                     18,000        867,308 
                                                                      
Primary Nonferrous Metals (0.46%)                                     
   British Steel PLC                           121,300        333,167 
                                                                      
Pulp Mills (1.65%)                                                    
   Lassila & Tikanoja Ltd. OY                   10,700        677,890 
   UPM-Kymmene OY                               24,140        505,425 
                                                                      
                                                            1,183,315 
Railroad Equipment (0.23%)                                            
   Vae AG                                        1,470        166,670 
                                                                      
Security Brokers & Dealers (1.27%)                                    
   Peregrine Investment Holdings               526,000        901,035 
   Peregrine Investment - Warrants              38,800(a)      12,415 
                                                                      
                                                              913,450 
Security & Commodity                                                  
Services (1.62%)                                                      
   Corporacion Bancaria de Espania SA           26,000      1,161,330 
                                                                    
Ship & Boat Building &                                              
Repairing (0.21%)                                                   
   Unitor Ships Service                         11,930        153,203
                                               
Soap, Cleaners, & Toilet Goods (1.29%)
   Reckitt & Colman PLC                         74,350        921,183
                                                                   
Special Industry Machinery (1.21%)                                 
   Bobst SA                                        205        276,342
   IHC Caland NV                                 7,700        439,367
   Sulzer AG                                       290        154,641
                                                                   
                                                              870,350
Sugar & Confectionary                                              
Products (3.23%)                                                   
   Nestle                                        1,125      1,203,992
   Tate & Lyle                                 137,000      1,111,284
                                                                     
                                                            2,315,276
Telephone Communication (6.69%)                                      
   Cable & Wireless PLC                         64,000        531,735
   Investec Consultadoria                                            
     Internacional                               8,600(a)     265,894
   Nokia Corp.; Class A ADR                     23,800      1,371,475
   Tele Danmark B                                8,500        468,307
   Telecom Italia-DI                           448,200        872,523
   Telefonica de Espana SA                      49,700      1,151,993
   Telefonos de Mexico SA ADR                    4,050        133,650
                                                                     
                                                            4,795,577
Water Supply (0.26%)                                                 
   Wessex Water PLC                             28,596        184,005
                                                                     
Water Transportation of Freight,                                     
NEC (0.52%)                                                          
   ICB Shipping AB 'B' Free                     32,000        374,925
                                                            

                         Total Common Stocks               67,821,212

Bonds (1.07%)

Fire, Marine & Casualty
Insurance (1.07%)
   Alfa SA Convertible Subordinated
   Debentures; 8.00%; 9/15/00                 $700,000(b)  $  766,500

Commercial Paper (4.54%)

Business Credit Institutions (2.93%)
   General Electric Capital Corp.;
     6.65%; 1/2/97                           2,100,000      2,100,000

Personal Credit Institutions (1.61%)
   Ford Motor Credit Co.;
     5.91%; 1/2/97                           1,155,000      1,155,000


                      Total Commercial Paper                3,255,000


     Total Portfolio Investments (100.22%)                 71,842,712

Liabilities, net of cash and receivables (-0.22%)            (160,697)


     Total Net Assets (100.00%)                           $71,682,015



(a)  Non-Income producing security - No dividend paid during the period.
(b)  Restricted security - See Note 4 to the financial statements.


              Principal World Fund, Inc. Investments by Country


                         Total Market            Percentage of Total
     Country                 Value                   Market Value


   Australia             $ 1,972,456                     2.75%
   Austria                 2,351,987                     3.27 
   Canada                  1,811,148                     2.52 
   Denmark                 1,803,470                     2.51 
   Finland                 3,558,281                     4.95 
   France                  1,581,998                     2.20 
   Germany                 1,855,478                     2.58 
   Greece                    317,431                     0.45 
   Hong Kong               4,324,148                     6.02 
   Indonesia               1,538,708                     2.14 
   Israel                  1,080,375                     1.50 
   Italy                   1,847,203                     2.57 
   Japan                     191,712                     0.27 
   Korea                     603,094                     0.84 
   Malaysia                  961,075                     1.34 
   Mexico                  1,074,869                     1.50 
   Netherlands             7,183,542                    10.00 
   New Zealand             2,494,126                     3.47 
   Norway                  2,844,551                     3.96 
   Portugal                  699,079                     0.97 
   Singapore               1,886,967                     2.63 
   Spain                   5,582,915                     7.77 
   Sweden                  4,500,134                     6.26 
   Switzerland             4,968,129                     6.92 
   Thailand                  519,500                     0.72 
   United Kingdom         11,035,336                    15.36 
   United States           3,255,000                     4.53 
                                                              
                                                              
      Total Market Value $71,842,712                   100.00%
                                                       

See accompanying notes.
<PAGE>
<TABLE>
<CAPTION>
FINANCIAL HIGHLIGHTS



Selected data for a share of Capital Stock outstanding throughout each period:

                                                                  Income from
                                                              Investment Operations                        Less Distributions    
                                                     ----------------------------------------    ---------------------------------

                                                                   Net Realized
                                                                       and                                                        
                                         Net Asset       Net        Unrealized      Total         Dividends                       
                                         Value at      Invest-       Gain            from          from Net      Distributions    
                                         Beginning      ment        (Loss) on      Investment     Investment         from         
                                         of Period     Income      Investments     Operations       Income       Capital Gains    

PRINCIPAL AGGRESSIVE GROWTH FUND INC.

  Year Ended December 31,
<S>                                       <C>          <C>           <C>             <C>           <C>            <C>             
    1996                                  $12.94       $.11          $3.38           $3.49         $(.11)         $(1.80)         
    1995                                   10.11        .13           4.31            4.44          (.13)          (1.48)         
  Period Ended December 31, 1994(d)         9.92        .05            .24             .29          (.05)           (.05)         
                                                                                                                                  
PRINCIPAL ASSET ALLOCATION FUND, INC.                                                                                             
                                                                                                                                  
  Year Ended December 31,                                                                                                         
    1996                                   11.11        .36           1.06            1.42          (.36)           (.69)         
    1995                                    9.79        .40           1.62            2.02          (.40)           (.30)         
  Period Ended December 31, 1994(d)         9.98        .23           (.18)            .05          (.23)            --           
                                                                                                                                  
PRINCIPAL BALANCED FUND, INC.                                                                                                     
                                                                                                                                  
  Year Ended December 31,                                                                                                         
    1996                                   13.97        .40        1.41               1.81          (.40)           (.94)         
    1995                                   11.95        .45        2.44               2.89          (.45)           (.42)         
    1994                                   12.77        .37        (.64)              (.27)         (.37)           (.18)         
    1993                                   12.58        .42         .95               1.37          (.42)           (.76)         
  Six Months Ended December 31, 1992(a)    12.93        .23         .75                .98          (.47)           (.86)         
  Year Ended June 30, 1992                 11.33        .47        1.61               2.08          (.48)            --           
                                                                                                                                  
PRINCIPAL BOND FUND, INC.                                                                                                         
                                                                                                                                  
  Year Ended December 31,                                                                                                         
    1996                                   11.73        .68        (.40)               .28          (.68)            --           
    1995                                   10.12        .62        1.62               2.24          (.63)            --           
    1994                                   11.16        .72       (1.04)              (.32)         (.72)            --           
    1993                                   10.77        .88         .38               1.26          (.87)            --           
  Six Months Ended December 31, 1992(a)    11.08        .45         .13                .58          (.89)            --           
  Year Ended June 30, 1992                 10.64        .91         .46               1.37          (.93)            --           
                                                                                                                                  
PRINCIPAL CAPITAL ACCUMULATION FUND, INC.                                                                                         
                                                                                                                                  
  Year Ended December 31,                                                                                                         
    1996                                   27.80        .57        5.82               6.39          (.58)          (3.77)         
    1995                                   23.44        .60        6.69               7.29          (.60)          (2.33)         
    1994                                   24.61        .62        (.49)               .13          (.61)           (.69)         
    1993                                   25.19        .61        1.32               1.93          (.60)          (1.91)         
  Six Months Ended December 31, 1992(a)    26.03        .31        1.84               2.15          (.64)          (2.35)         
  Year Ended June 30, 1992                 23.35        .65        2.70               3.35          (.67)            --           
                                                                                                                                  
PRINCIPAL EMERGING GROWTH FUND, INC.                                                                                              
                                                                                                                                  
  Year Ended December 31,                                                                                                         
    1996                                   25.33        .22        5.07               5.29          (.22)           (.66)         
    1995                                   19.97        .22        5.57               5.79          (.22)           (.21)         
    1994                                   20.79        .14         .03                .17          (.14)           (.85)         
    1993                                   18.91        .17        3.47               3.64          (.17)          (1.59)         
  Six Months Ended December 31, 1992(a)    15.97        .10        3.09               3.19          (.21)           (.04)         
  Year Ended June 30, 1992                 13.93        .21        2.04               2.25          (.21)            --           
</TABLE>
                             

                                                       
<TABLE>
<CAPTION>
FINANCIAL HIGHLIGHTS



Selected data for a share of Capital Stock outstanding throughout each period:

                                                                                                         Ratios/Supplemental Data
                                         ----------------------------                             -------------------------------
                                                                                                                                 
                                                                                                                                 
                                                                                                                                 
                                            Excess                       Net Asset                                   Ratio of    
                                         Distributions                   Value at                 Net Assets at     Expenses to  
                                             from           Total         End of      Total       End of Period       Average    
                                         Capital Gains  Distributions     Period     Return      (in thousands)      Net Assets  
                                                                                                                                 
                                                                                                                                 
                                                                                                                                 
PRINCIPAL AGGRESSIVE GROWTH FUND INC.                                                                                            
                                                                                                                                 
  Year Ended December 31,                                                                                                        
<S>                                          <C>           <C>             <C>        <C>           <C>               <C>       
    1996                                     $ --          $(1.91)         $14.52     28.05%        $90,106            .85%      
    1995                                       --           (1.61)          12.94     44.19%         33,643            .90%      
  Period Ended December 31, 1994(d)            --            (.10)          10.11      2.59%(c)      13,770           1.03%(b)   
                                                                                                                                 
PRINCIPAL ASSET ALLOCATION FUND, INC.                                                                                            
                                                                                                                                 
  Year Ended December 31,                                                                                                        
    1996                                       --           (1.05)          11.48     12.92%         61,631            .87%      
    1995                                       --            (.70)          11.11     20.66%         41,074            .89%      
  Period Ended December 31, 1994(d)           (.01)          (.24)           9.79       .52%(c)      28,041            .95%(b)   
                                                                                                                                 
PRINCIPAL BALANCED FUND, INC.                                                                                                    
                                                                                                                                 
  Year Ended December 31,                                                                                                        
    1996                                       --           (1.34)          14.44     13.13%         93,158            .63%      
    1995                                       --            (.87)          13.97     24.58%         45,403            .66%      
    1994                                       --            (.55)          11.95     (2.09)%        25,043            .69%      
    1993                                       --           (1.18)          12.77     11.06%         21,399            .69%      
  Six Months Ended December 31, 1992(a)        --           (1.33)          12.58      8.00%(c)      18,842            .73%(b)   
  Year Ended June 30, 1992                     --            (.48)          12.93     18.78%         17,344            .72%      
                                                                                                                                 
PRINCIPAL BOND FUND, INC.                                                                                                        
                                                                                                                                 
  Year Ended December 31,                                                                                                        
    1996                                       --            (.68)          11.33      2.36%         63,387            .53%      
    1995                                       --            (.63)          11.73     22.17%         35,878            .56%      
    1994                                       --            (.72)          10.12     (2.90)%        17,108            .58%      
    1993                                       --            (.87)          11.16     11.67%         14,387            .59%      
  Six Months Ended December 31, 1992(a)        --            (.89)          10.77      5.33%(c)      12,790            .62%(b)   
  Year Ended June 30, 1992                     --            (.93)          11.08     13.57%         12,024            .62%      
                                                                                                                                 
PRINCIPAL CAPITAL ACCUMULATION FUND, INC.                                                                                        
                                                                                                                                 
  Year Ended December 31,                                                                                                        
    1996                                       --           (4.35)          29.84     23.50%        205,019            .49%      
    1995                                       --           (2.93)          27.80     31.91%        135,640            .51%      
    1994                                       --           (1.30)          23.44       .49%        120,572            .51%      
    1993                                       --           (2.51)          24.61      7.79%        128,515            .51%      
  Six Months Ended December 31, 1992(a)        --           (2.99)          25.19      8.81%(c)     105,355            .55%(b)   
  Year Ended June 30, 1992                     --            (.67)          26.03     14.53%         94,596            .54%      
                                                                                                                                 
PRINCIPAL EMERGING GROWTH FUND, INC.                                                                                             
                                                                                                                                 
  Year Ended December 31,                                                                                                        
    1996                                       --            (.88)          29.74     21.11%        137,161            .66%      
    1995                                       --            (.43)          25.33     29.01%         58,520            .70%      
    1994                                       --            (.99)          19.97       .78%         23,912            .74%      
    1993                                       --           (1.76)          20.79     19.28%         12,188            .78%      
  Six Months Ended December 31, 1992(a)        --            (.25)          18.91     20.12%(c)       9,693            .81%(b)   
  Year Ended June 30, 1992                     --            (.21)          15.97     16.19%          7,829            .82%      
</TABLE>



                                         
<TABLE>
<CAPTION>
FINANCIAL HIGHLIGHTS



Selected data for a share of Capital Stock outstanding throughout each period:

                                                                  
                                         -------------------------------               
                                                                                       
                                                                                       
                                            Ratio of Net                               
                                            Investment                                 
                                             Income to        Portfolio     Average    
                                              Average          Turnover    Commission  
                                             Net Assets          Rate         Rate     
                                                                                       
                                                                                       
                                                                                       
PRINCIPAL AGGRESSIVE GROWTH FUND INC.                                                  
                                                                                       
  Year Ended December 31,                                                              
<S>                                           <C>              <C>          <C>        
    1996                                      1.05%            166.9%       $.0541     
    1995                                      1.34%            172.9%          N/A     
  Period Ended December 31, 1994(d)           1.06%(b)         105.6%(b)       N/A     
                                                                                       
PRINCIPAL ASSET ALLOCATION FUND, INC.                                                  
                                                                                       
  Year Ended December 31,                                                              
    1996                                      3.45%            108.2%        .0497     
    1995                                      4.07%             47.1%          N/A     
  Period Ended December 31, 1994(d)           4.27%(b)          60.7%(b)       N/A     
                                                                                       
PRINCIPAL BALANCED FUND, INC.                                                          
                                                                                       
  Year Ended December 31,                                                              
    1996                                      3.45%             22.6%        .0417     
    1995                                      4.12%             25.7%          N/A     
    1994                                      3.42%             31.5%          N/A     
    1993                                      3.30%             15.8%          N/A     
  Six Months Ended December 31, 1992(a)       3.71%(b)          38.4%(b)       N/A     
  Year Ended June 30, 1992                    3.80%             26.6%          N/A     
                                                                                       
PRINCIPAL BOND FUND, INC.                                                              
                                                                                       
  Year Ended December 31,                                                              
    1996                                      7.00%              1.7%          N/A     
    1995                                      7.28%              5.9%          N/A     
    1994                                      7.86%             18.2%          N/A     
    1993                                      7.57%             14.0%          N/A     
  Six Months Ended December 31, 1992(a)       8.10%(b)           6.7%(b)       N/A     
  Year Ended June 30, 1992                    8.47%              6.1%          N/A     
                                                                                       
PRINCIPAL CAPITAL ACCUMULATION FUND, INC.                                              
                                                                                       
  Year Ended December 31,                                                              
    1996                                      2.06%             48.5%        .0426     
    1995                                      2.25%             49.2%          N/A     
    1994                                      2.36%             44.5%          N/A     
    1993                                      2.49%             25.8%          N/A     
  Six Months Ended December 31, 1992(a)       2.56%(b)          39.7%(b)       N/A     
  Year Ended June 30, 1992                    2.65%             34.8%          N/A     
                                                                                       
PRINCIPAL EMERGING GROWTH FUND, INC.                                                   
                                                                                       
  Year Ended December 31,                                                              
    1996                                      1.07%              8.8%        .0379     
    1995                                      1.23%             13.1%          N/A     
    1994                                      1.15%             12.0%          N/A     
    1993                                       .89%             22.4%          N/A     
  Six Months Ended December 31, 1992(a)       1.24%(b)           8.6%(b)       N/A     
  Year Ended June 30, 1992                    1.33%             10.1%          N/A     
                                         
<FN>
See accompanying notes.
</FN>
</TABLE>

<TABLE>
<CAPTION>
FINANCIAL HIGHLIGHTS (Continued)



Selected data for a share of Capital Stock outstanding throughout each period:

                                                                  Income from
                                                              Investment Operations                      Less Distributions
                                                       ---------------------------------------  ------------------------------- 

                                                                   Net Realized
                                                                       and                                                      
                                         Net Asset       Net        Unrealized      Total         Dividends                     
                                         Value at      Invest-       Gain            from          from Net      Distributions  
                                         Beginning      ment        (Loss) on      Investment     Investment         from       
                                         of Period     Income      Investments     Operations       Income       Capital Gains  

PRINCIPAL GOVERNMENT SECURITIES FUND, INC.

  Year Ended December 31,
<S>                                         <C>         <C>          <C>            <C>              <C>             <C>            
    1996                                    $10.55      $.59         $  (.24)       $  .35           $(.59)          $  --          
    1995                                      9.38       .60            1.18          1.78            (.61)             --          
    1994                                     10.61       .76           (1.24)         (.48)           (.75)             --          
    1993                                     10.28       .71             .33          1.04            (.71)             --          
  Six Months Ended December 31, 1992(a)      10.93       .40             .04           .44            (.78)             --          
  Year Ended June 30, 1992                   10.24       .80             .71          1.51            (.81)             --          
                                                                                                                                    
PRINCIPAL GROWTH FUND, INC.                                                                                                         
                                                                                                                                    
  Year Ended December 31,                                                                                                           
    1996                                     12.43       .16            1.39          1.55            (.16)            (.03)        
    1995                                     10.10       .17            2.42          2.59            (.17)             --          
  Period Ended December 31, 1994(e)           9.60       .07             .51           .58            (.08)             --          
                                                                                                                                    
PRINCIPAL HIGH YIELD FUND, INC.                                                                                                     
                                                                                                                                    
  Year Ended December 31,                                                                                                           
    1996                                      8.39       .80             .30          1.10            (.77)             --          
    1995                                      7.91       .76             .51          1.27            (.77)            (.02)        
    1994                                      8.62       .77            (.72)          .05            (.76)             --          
    1993                                      8.38       .80             .23          1.03            (.79)             --          
  Six Months Ended December 31, 1992(a)       8.93       .45            (.10)          .35            (.90)             --          
  Year Ended June 30, 1992                    8.28       .92             .66          1.58            (.93)             --          
                                                                                                                                    
PRINCIPAL MONEY MARKET FUND, INC.                                                                                                   
                                                                                                                                    
  Year Ended December 31,                                                                                                           
    1996                                      1.000      .049            --            .049           (.049)            --          
    1995                                      1.000      .054            --            .054           (.054)            --          
    1994                                      1.000      .037            --            .037           (.037)            --          
    1993                                      1.000      .027            --            .027           (.027)            --          
  Six Months Ended December 31, 1992(a)       1.000      .016            --            .016           (.016)            --          
  Year Ended June 30, 1992                    1.000      .046            --            .046           (.046)            --          
                                                                                                                                    
PRINCIPAL WORLD FUND, INC.                                                                                                          
                                                                                                                                    
  Year Ended December 31,                                                                                                           
    1996                                     10.72       .22            2.46          2.68            (.22)            (.16)        
    1995                                      9.56       .19            1.16          1.35            (.18)             --          
  Period Ended December 31, 1994(e)           9.94       .03            (.33)         (.30)           (.05)            (.02)        
</TABLE>
             
                                          
                                          
                   
<TABLE>
<CAPTION>
FINANCIAL HIGHLIGHTS



Selected data for a share of Capital Stock outstanding throughout each period:

                                       ---------------------------------                           
                                                                                                   
                                                                                                   
                                                                                                   
                                             Excess                          Net Asset             
                                          Distributions                      Value at              
                                              from              Total         End of      Total    
                                          Capital Gains     Distributions     Period     Return    
                                                                                                   
PRINCIPAL GOVERNMENT SECURITIES FUND, INC.                                                            
                                                                                                      
  Year Ended December 31,                                                                             
<S>                                          <C>            <C>              <C>         <C>         
    1996                                     $ --           $   (.59)        $10.31       3.35%       
    1995                                       --               (.61)         10.55      19.07%       
    1994                                       --               (.75)          9.38      (4.53)%      
    1993                                       --               (.71)         10.61      10.07%       
  Six Months Ended December 31, 1992(a)       (.31)            (1.09)         10.28       4.10%(c)    
  Year Ended June 30, 1992                    (.01)             (.82)         10.93      15.34%       
                                                                                                      
PRINCIPAL GROWTH FUND, INC.                                                                           
                                                                                                      
  Year Ended December 31,                                                                             
    1996                                       --               (.19)         13.79      12.51%       
    1995                                      (.09)             (.26)         12.43      25.62%       
  Period Ended December 31, 1994(e)            --               (.08)         10.10       5.42%(c)    
                                                                                                      
PRINCIPAL HIGH YIELD FUND, INC.                                                                       
                                                                                                      
  Year Ended December 31,                                                                             
    1996                                       --               (.77)          8.72      13.13%       
    1995                                       --               (.79)          8.39      16.08%       
    1994                                       --               (.76)          7.91        .62%       
    1993                                       --               (.79)          8.62      12.31%       
  Six Months Ended December 31, 1992(a)        --               (.90)          8.38       4.06%(c)    
  Year Ended June 30, 1992                     --               (.93)          8.93      20.70%       
                                                                                                      
PRINCIPAL MONEY MARKET FUND, INC.                                                                     
                                                                                                      
  Year Ended December 31,                                                                             
    1996                                       --               (.049)         1.000      5.07%       
    1995                                       --               (.054)         1.000      5.59%       
    1994                                       --               (.037)         1.000      3.76%       
    1993                                       --               (.027)         1.000      2.69%       
  Six Months Ended December 31, 1992(a)        --               (.016)         1.000      1.54%(c)    
  Year Ended June 30, 1992                     --               (.046)         1.000      4.64%       
                                                                                                      
PRINCIPAL WORLD FUND, INC.                                                                            
                                                                                                      
  Year Ended December 31,                                                                             
    1996                                       --               (.38)         13.02      25.09%       
    1995                                      (.01)             (.19)         10.72      14.17%       
  Period Ended December 31, 1994(e)           (.01)             (.08)          9.56      (3.37)%(c)   
</TABLE>
                                          

                                          
<TABLE>
<CAPTION>
FINANCIAL HIGHLIGHTS



Selected data for a share of Capital Stock outstanding throughout each period:

                                                            Ratios/Supplemental Data                                 
                                       --------------------------------------------------------------                
                                                                                                                        
                                                                                                                        
                                                                          Ratio of Net                                  
                                                           Ratio of       Investment                                    
                                        Net Assets at     Expenses to      Income to        Portfolio     Average       
                                        End of Period       Average         Average          Turnover    Commission     
                                       (in thousands)      Net Assets      Net Assets          Rate         Rate        
                                                                                                                        
PRINCIPAL GOVERNMENT SECURITIES FUND, INC.                                                                                  
                                                                                                                            
  Year Ended December 31,                                                                                                   
<S> <C>                                     <C>              <C>            <C>               <C>         <C>              
    1996                                    $85,100           .52%           6.46%             8.4%          N/A            
    1995                                     50,079           .55%           6.73%             9.8%          N/A            
    1994                                     36,121           .56%           7.05%            23.2%          N/A            
    1993                                     36,659           .55%           7.07%            20.4%          N/A            
  Six Months Ended December 31, 1992(a)      31,760           .59%(b)        7.35%(b)         34.5%(b)       N/A            
  Year Ended June 30, 1992                   33,022           .58%           7.84%            38.9%          N/A            
                                                                                                                            
PRINCIPAL GROWTH FUND, INC.                                                                                                 
                                                                                                                            
  Year Ended December 31,                                                                                                   
    1996                                     99,612           .52%           1.61%             2.0%       $.0401            
    1995                                     42,708           .58%           2.08%             6.9%          N/A            
  Period Ended December 31, 1994(e)          13,086           .75%(b)        2.39%(b)          0.9%(b)       N/A            
                                                                                                                            
PRINCIPAL HIGH YIELD FUND, INC.                                                                                             
                                                                                                                            
  Year Ended December 31,                                                                                                   
    1996                                     13,740           .70%           9.21%            32.0%          N/A            
    1995                                     11,830           .73%           9.09%            35.1%          N/A            
    1994                                      9,697           .73%           9.02%            30.6%          N/A            
    1993                                      9,576           .74%           8.80%            28.7%          N/A            
  Six Months Ended December 31, 1992(a)       8,924           .77%(b)       10.33%(b)         20.6%(b)       N/A            
  Year Ended June 30, 1992                    8,556           .77%          11.00%            31.3%          N/A            
                                                                                                                            
PRINCIPAL MONEY MARKET FUND, INC.                                                                                           
                                                                                                                            
  Year Ended December 31,                                                                                                   
    1996                                     46,244           .56%           5.00%              N/A          N/A            
    1995                                     32,670           .58%           5.32%              N/A          N/A            
    1994                                     29,372           .60%           3.81%              N/A          N/A            
    1993                                     22,753           .60%           2.64%              N/A          N/A            
  Six Months Ended December 31, 1992(a)      27,680           .59%(b)        3.10%(b)           N/A          N/A            
  Year Ended June 30, 1992                   25,194           .57%           4.54%              N/A          N/A            
                                                                                                                            
PRINCIPAL WORLD FUND, INC.                                                                                                  
                                                                                                                            
  Year Ended December 31,                                                                                                   
    1996                                     71,682           .90%           2.28%            12.5%        .0120            
    1995                                     30,566           .95%           2.26%            15.6%          N/A            
  Period Ended December 31, 1994(e)          13,746          1.24%(b)        1.31%(b)         14.4%(b)       N/A            
                                          

<FN>
See accompanying notes.
</FN>
</TABLE>

Notes to Financial  Highlights

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

(b)  Computed on an annualized basis.

(c)  Total return amounts have not been annualized.

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

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

<PAGE>
REPORT OF INDEPENDENT AUDITORS

The Boards of Directors and Shareholders
Principal Aggressive Growth Fund, Inc.
Principal Asset Allocation Fund, Inc.
Principal Balanced Fund, Inc.
Principal Bond Fund, Inc.
Principal Capital Accumulation Fund, Inc.
Principal Emerging Growth Fund, Inc.
Principal Government Securities Fund, Inc.
Principal Growth Fund, Inc.
Principal High Yield Fund, Inc.
Principal Money Market Fund, Inc.
Principal World Fund, Inc.

We have  audited  the  accompanying  statements  of assets  and  liabilities  of
Principal  Aggressive Growth Fund, Inc.,  Principal Asset Allocation Fund, Inc.,
Principal  Balanced Fund,  Inc.,  Principal Bond Fund, Inc.,  Principal  Capital
Accumulation  Fund,  Inc.,  Principal  Emerging  Growth  Fund,  Inc.,  Principal
Government  Securities Fund, Inc.,  Principal Growth Fund, Inc.,  Principal High
Yield Fund,  Inc.,  Principal Money Market Fund, Inc., and Principal World Fund,
Inc.,  including the schedules of investments,  as of December 31, 1996, and the
related  statements of  operations  for the year then ended,  the  statements of
changes in net  assets for the period of two years then ended and the  financial
highlights for each of the periods indicated therein. These financial statements
and financial  highlights are the responsibility of the Funds'  management.  Our
responsibility  is to  express  an opinion  on these  financial  statements  and
financial highlights based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about  whether the  financial  statements  and  financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  Our  procedures  included  confirmation  of securities  owned as of
December 31, 1996, by correspondence  with the custodians and brokers.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements and financial  highlights referred to
above  present  fairly,  in all material  respects,  the  financial  position of
Principal  Aggressive Growth Fund, Inc.,  Principal Asset Allocation Fund, Inc.,
Principal  Balanced Fund,  Inc.,  Principal Bond Fund, Inc.,  Principal  Capital
Accumulation  Fund,  Inc.,  Principal  Emerging  Growth  Fund,  Inc.,  Principal
Government  Securities Fund, Inc.,  Principal Growth Fund, Inc.,  Principal High
Yield Fund,  Inc.,  Principal Money Market Fund, Inc., and Principal World Fund,
Inc. at December 31, 1996, and the results of their operations for the year then
ended,  the  changes  in their net assets for the period of two years then ended
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
January 17, 1997



To Principal Mutual Life Insurance Company Customers


Equity and fixed  income  markets  showed  continued  strength in 1997. A robust
economy and few, if any, inflationary worries have resulted in large stock gains
and stable bond prices so far this year.

However,  investors should recognize that this  extraordinary  stock market rise
cannot be  expected  to continue  indefinitely.  To prepare  for this  potential
decline,  you  are  reminded  of the  three,  time-tested  tools  used  by  most
successful  investors.  These tools  include:  maintaining  a  long-term  focus,
investing regularly and consistently and diversifying among asset classes.

As you may already know, the Principal Mutual Funds act as underlying investment
options with several different  Principal Mutual Life Insurance Company variable
annuity  and  variable  life  products.  See  your  contract  prospectus  for  a
description of the Funds.

Recently,  you were sent a proxy  mailing for the Principal  Mutual  Funds.  The
Board of Directors of the Funds has reviewed  several issues and asked that they
be placed on a ballot for your  consideration.  The  issues  were  explained  in
greater detail in the proxy  statement.  Fund directors are recommending a "yes"
vote. Every vote is important. So, please complete and return your proxy card(s)
promptly.

We thank you for helping us to enjoy another successful year and look forward to
serving your future  investment and insurance  needs.  We hope that you find the
information contained within this Semiannual Report both useful and informative.

CONTENTS

                                                                         Page
Financial Statements and Financial Highlights
    Statements of Assets and Liabilities................................   2
    Statements of Operations ...........................................   4
    Statements of Changes in Net Assets.................................   6
    Notes to Financial Statements.......................................  10
    Schedules of Investments
       Principal Aggressive Growth Fund, Inc............................  18
       Principal Asset Allocation Fund, Inc.............................  19
       Principal Balanced Fund, Inc.....................................  25
       Principal Bond Fund, Inc.........................................  27
       Principal Capital Accumulation Fund, Inc.........................  29
       Principal Emerging Growth Fund, Inc..............................  31
       Principal Government Securities Fund, Inc........................  33
       Principal Growth Fund, Inc.......................................  34
       Principal High Yield Fund, Inc...................................  36
       Principal Money Market Fund, Inc.................................  38
       Principal World Fund, Inc........................................  40
    Financial Highlights................................................  44
<PAGE>
<TABLE>
<CAPTION>
June 30, 1997

STATEMENTS OF ASSETS AND LIABILITIES

(unaudited)

                                                            Principal       Principal
                                                           Aggressive         Asset          Principal      Principal
                                                             Growth        Allocation        Balanced          Bond
                                                           Fund, Inc.      Fund, Inc.       Fund, Inc.      Fund, Inc.


<S>                                                       <C>              <C>             <C>              <C>        
Investment in securities -- at cost...................    $ 89,799,677     $59,014,380     $100,020,999     $69,466,629



Assets
Investment in securities -- at value (Note 4).........    $103,974,021     $65,779,589     $112,427,518     $70,370,487
Cash .................................................       6,964,282       5,823,943            2,000           2,001
Receivables:
     Dividends and interest...........................         115,103         372,000          829,247       1,490,973
     Investment securities sold.......................         597,008         471,029          --              --     
     Capital Stock sold...............................         164,471          28,015           86,186           5,560

                                          Total Assets     111,814,885      72,474,576      113,344,951      71,869,021

Liabilities
Accrued expenses......................................          77,634          49,148           56,873          30,068
Payables:
     Investment securities purchased..................       1,222,825         533,356          --              --     
     Capital Stock reacquired.........................       1,000,000         --               --               27,188

                                     Total Liabilities       2,300,459         582,504           56,873          57,256

Net Assets Applicable to Outstanding Shares...........    $109,514,426     $71,892,072     $113,288,078     $71,811,765

Capital Stock (par value: $.01  a share)

Shares authorized.....................................     100,000,000     100,000,000      100,000,000     100,000,000
Shares issued and outstanding.........................       6,844,217       5,719,959        7,152,926       6,151,944

Net Asset Value Per Share.............................          $16.00          $12.57           $15.84          $11.67

Net Assets Consist of:
Capital Stock.........................................    $     68,442     $    57,200     $     71,529     $    61,519
Additional paid-in capital............................      88,827,082      60,975,705       94,771,465      68,693,109
Accumulated undistributed net investment income.......         157,768         934,669        1,613,211       2,365,568
Accumulated undistributed net realized
     gain (loss) from:
     Investment transactions .........................       6,286,790       3,159,289        4,425,354        (212,289)
     Foreign currency transactions....................         --              --               --              --
Net unrealized appreciation of investments............      14,174,344       6,765,209       12,406,519         903,858
Net unrealized depreciation on translation
     of assets and liabilities in foreign currencies..         --              --               --              --

                                      Total Net Assets    $109,514,426     $71,892,072     $113,288,078     $71,811,765

See accompanying notes.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
June 30, 1997

STATEMENTS OF ASSETS AND LIABILITIES

(unaudited)

                                                           Principal       Principal        Principal
                                                             Capital        Emerging        Government      Principal
                                                          Accumulation       Growth         Securities        Growth
                                                           Fund, Inc.       Fund, Inc.      Fund, Inc.      Fund, Inc.


<S>                                                       <C>             <C>               <C>            <C>         
Investment in securities -- at cost...................    $192,527,762    $135,533,823      $82,856,423    $103,267,836



Assets
Investment in securities -- at value (Note 4).........    $244,616,393    $179,886,922      $83,504,953    $132,164,273
Cash .................................................       4,028,777          27,656        1,501,455          16,347
Receivables:
     Dividends and interest...........................         334,449         104,876          789,671         125,799
     Investment securities sold.......................         --              --               --              --
     Capital Stock sold...............................         192,417         145,474            6,296           6,105

                                          Total Assets     249,172,036     180,164,928       85,802,375     132,312,524

Liabilities
Accrued expenses......................................          94,931          92,039           36,526          53,097
Payables:
     Investment securities purchased..................         --              --               990,938         --
     Capital Stock reacquired.........................         --                1,075          118,803             705

                                     Total Liabilities          94,931          93,114        1,146,267          53,802

Net Assets Applicable to Outstanding Shares...........    $249,077,105    $180,071,814      $84,656,108    $132,258,722

Capital Stock (par value: $.01  a share)

Shares authorized.....................................     100,000,000     100,000,000      100,000,000     100,000,000
Shares issued and outstanding.........................       7,571,281       5,403,552        7,955,503       8,324,965

Net Asset Value Per Share.............................          $32.90          $33.32           $10.64          $15.89

Net Assets Consist of:
Capital Stock.........................................    $     75,713    $     54,036      $    79,555    $     83,250
Additional paid-in capital............................     186,288,379     133,043,110       81,660,821     102,864,422
Accumulated undistributed net investment income.......       2,493,934         815,094        2,638,842         772,279
Accumulated undistributed net realized
     gain (loss) from:
     Investment transactions .........................       8,130,448       1,806,475         (371,640)       (357,666)
     Foreign currency transactions....................         --              --               --              -- 
Net unrealized appreciation of investments............      52,088,631      44,353,099          648,530      28,896,437
Net unrealized depreciation on translation
     of assets and liabilities in foreign currencies..         --              --               --              --

                                      Total Net Assets    $249,077,105    $180,071,814      $84,656,108    $132,258,722

See accompanying notes.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
June 30, 1997

STATEMENTS OF ASSETS AND LIABILITIES

(unaudited)

                                                             Principal      Principal
                                                               High           Money         Principal
                                                               Yield          Market          World
                                                            Fund, Inc.      Fund, Inc.      Fund, Inc.


<S>                                                        <C>             <C>             <C>         
Investment in securities -- at cost...................     $13,247,496     $43,925,599     $ 85,443,453



Assets
Investment in securities -- at value (Note 4).........     $13,680,640     $43,925,599     $109,302,144
Cash .................................................         371,699          43,815           38,039
Receivables:                                                                                           
     Dividends and interest...........................         315,748         202,639          355,006
     Investment securities sold.......................         560,496         --               210,122
     Capital Stock sold...............................           2,229          72,432          116,004

                                          Total Assets      14,930,812      44,244,485      110,021,315

Liabilities
Accrued expenses......................................           7,129          21,866           64,828
Payables:                                                                                              
     Investment securities purchased..................         398,354         519,596        2,861,257
     Capital Stock reacquired.........................         --               15,396          --     

                                     Total Liabilities         405,483         556,858        2,926,085

Net Assets Applicable to Outstanding Shares...........     $14,525,329     $43,687,627     $107,095,230

Capital Stock (par value: $.01  a share)

Shares authorized.....................................     100,000,000     500,000,000      100,000,000
Shares issued and outstanding.........................       1,582,754      43,687,627        7,055,323
                                                                                                       
Net Asset Value Per Share.............................           $9.18          $1.000           $15.18
                                                                                                       
Net Assets Consist of:                                                                                 
Capital Stock.........................................     $    15,828     $   436,876     $     70,553
Additional paid-in capital............................      14,311,269      43,250,751       81,010,614
Accumulated undistributed net investment income.......         601,181         --             1,265,045
Accumulated undistributed net realized
     gain (loss) from:
     Investment transactions .........................        (836,093)        --               911,252
     Foreign currency transactions....................         --              --               (19,233)
Net unrealized appreciation of investments............         433,144         --            23,858,691
Net unrealized depreciation on translation
     of assets and liabilities in foreign currencies..         --              --                (1,692)

                                      Total Net Assets     $14,525,329     $43,687,627     $107,095,230

See accompanying notes.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Six Months Ended June 30, 1997

STATEMENTS OF OPERATIONS

(unaudited)

                                                            Principal        Principal
                                                           Aggressive          Asset         Principal          Principal
                                                             Growth         Allocation       Balanced             Bond
                                                            Fund, Inc.       Fund, Inc.      Fund, Inc.         Fund, Inc.

Net Investment Income
Income:
<S>                                                       <C>              <C>               <C>                <C>   
     Dividends........................................    $   477,219      $  533,881        $  628,227         $   --
     Less:  Withholding tax on foreign dividends......        --               --                --                 --
     Interest.........................................         87,889         666,444         1,269,706          2,501,727

                                          Total Income        565,108       1,200,325         1,897,933          2,501,727

Expenses:
     Management and investment advisory
         fees (Note 3)................................        395,273         258,634           298,358            164,684
     Custodian fees...................................          9,609          20,571             3,725              2,488
     Directors' fees..................................          3,885           3,860             3,837              3,883
     Other............................................          3,366           1,085             2,446              1,575

                                        Total Expenses        412,133         284,250           308,366            172,630

                                 Net Investment Income        152,975         916,075         1,589,567          2,329,097

Net Realized and Unrealized Gain (Loss) on 
Investments and Foreign Currency 
Net realized gain (loss) from:
     Investment transactions..........................      6,286,602       3,159,705         4,425,625             59,264
     Foreign currency transactions....................        --               --                --                 --
Net  increase (decrease) in unrealized 
     appreciation/depreciation on:
     Investments......................................      6,376,545       3,173,555         3,620,209           (277,295)
     Translation of assets and liabilities in
          foreign currencies..........................        --               --                --                 --

            Net Realized and Unrealized Gain (Loss) on
                      Investments and Foreign Currency     12,663,147       6,333,260         8,045,834           (218,031)

                            Net Increase in Net Assets
                             Resulting from Operations    $12,816,122      $7,249,335        $9,635,401         $2,111,066

See accompanying notes.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Six Months Ended June 30, 1997

STATEMENTS OF OPERATIONS

(unaudited)

                                                            Principal        Principal       Principal
                                                             Capital         Emerging       Government           Principal
                                                           Accumulation       Growth        Securities            Growth
                                                            Fund, Inc.       Fund, Inc.      Fund, Inc.          Fund, Inc.

Net Investment Income
Income:
<S>                                                       <C>             <C>                <C>               <C>        
     Dividends........................................    $ 2,782,821     $   532,462        $   --            $   635,179
     Less:  Withholding tax on foreign dividends......         --              --                --                 --
     Interest.........................................        202,287         761,317         2,853,198            415,311

                                          Total Income      2,985,108       1,293,779         2,853,198          1,050,490

Expenses:
     Management and investment advisory
         fees (Note 3)................................        515,926         481,083           203,761            276,767
     Custodian fees...................................          2,946           3,526             3,734              3,045
     Directors' fees..................................          3,897           3,885             3,932              3,914
     Other............................................          3,724           3,209             2,533              2,421
                                                                                                                         
                                        Total Expenses        526,493         491,703           213,960            286,147

                                 Net Investment Income      2,458,615         802,076         2,639,238            764,343

Net Realized and Unrealized Gain (Loss) on
Investments and Foreign Currency
Net realized gain (loss) from:
     Investment transactions..........................      8,130,616       1,806,428           245,732           (360,049)
     Foreign currency transactions....................         --              --                --                 --
Net  increase (decrease) in unrealized
     appreciation/depreciation on:
     Investments .....................................     19,817,802      16,523,182          (213,709)        16,063,973
     Translation of assets and liabilities in
          foreign currencies..........................         --              --                --                 --

            Net Realized and Unrealized Gain (Loss) on
                      Investments and Foreign Currency     27,948,418      18,329,610            32,023         15,703,924

                            Net Increase in Net Assets
                             Resulting from Operations    $30,407,033     $19,131,686        $2,671,261        $16,468,267

See accompanying notes.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Six Months Ended June 30, 1997

STATEMENTS OF OPERATIONS

(unaudited)

                                                            Principal        Principal
                                                              High             Money         Principal
                                                              Yield           Market           World
                                                            Fund, Inc.       Fund, Inc.      Fund, Inc.

Net Investment Income
Income:
<S>                                                          <C>           <C>              <C>
     Dividends........................................       $  --         $   --           $ 1,594,412
     Less:  Withholding tax on foreign dividends......          --             --               191,675
     Interest.........................................        649,103       1,215,820           195,648

                                          Total Income        649,103       1,215,820         1,598,385
 
Expenses:
     Management and investment advisory
         fees (Note 3)................................         41,720         108,424           317,653
     Custodian fees...................................          1,714           5,141            33,805
     Directors' fees..................................          3,874           3,755             3,869
     Other............................................            684           1,372             2,017

                                        Total Expenses         47,992         118,692           357,344

                                 Net Investment Income        601,111       1,097,128         1,241,041

Net Realized and Unrealized Gain (Loss) on
Investments and Foreign Currency
Net realized gain (loss) from:
     Investment transactions..........................        159,291          --               927,800
     Foreign currency transactions....................          --             --               (19,233)
Net increase (decrease) in unrealized
     appreciation/depreciation on:
     Investments .....................................        (27,143)         --            12,096,898
     Translation of assets and liabilities in
          foreign currencies..........................          --             --                (2,666)

            Net Realized and Unrealized Gain (Loss) on
                      Investments and Foreign Currency        132,148          --            13,002,799

                            Net Increase in Net Assets
                             Resulting from Operations       $733,259      $1,097,128       $14,243,840

See accompanying notes.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
STATEMENTS OF CHANGES IN NET ASSETS

(unaudited)

                                                                      Principal                              Principal              
                                                                   Aggressive Growth                      Asset Allocation          
                                                                      Fund, Inc.                             Fund, Inc.             

                                                                 Six Months        Year                 Six Months         Year
                                                                   Ended           Ended                   Ended           Ended 
                                                                  June 30,      December 31,              June 30,      December 31,
                                                                    1997            1996                    1997           1996

Operations
<S>                                                             <C>             <C>                     <C>             <C>         
Net investment income...............................            $    152,975    $   647,024             $   916,075     $ 1,836,334 
Net realized gain from investment transactions......               6,286,602     10,016,661               3,159,705       4,149,766 
Net increase (decrease) in unrealized appreciation/
     depreciation on investments and translation of
     assets and liabilities in foreign currencies...               6,376,545      5,099,753               3,173,555         715,006 

                          Net Increase in Net Assets
                           Resulting from Operations              12,816,122     15,763,438               7,249,335       6,701,106 

Dividends and Distributions to Shareholders
From net investment income..........................                 --            (642,821)                 --          (1,837,566)
From net realized gain on investments and foreign
      currency transactions.........................              (2,899,788)    (8,672,973)             (1,126,442)     (3,447,188)

                                                                  (2,899,788)    (9,315,794)             (1,126,442)     (5,284,754)

Capital Share Transactions (Note 5)
Shares sold.........................................              24,352,887     54,678,368               5,815,893      20,370,526 
Shares issued in reinvestment of dividends
     and distributions..............................               2,359,966      7,733,190                 554,955       2,730,827 
Shares redeemed.....................................             (17,220,310)   (12,396,594)             (2,232,807)     (3,960,605)

                     Net Increase in Net Assets from
                          Capital Share Transactions               9,492,543     50,014,964               4,138,041      19,140,748 

                                      Total Increase              19,408,877     56,462,608              10,260,934      20,557,100 

Net Assets
Beginning of period.................................              90,105,549     33,642,941              61,631,138      41,074,038 

End of period (including undistributed net
     investment income as set forth below)..........            $109,514,426    $90,105,549             $71,892,072     $61,631,138 


Undistributed Net Investment Income.................            $    157,768    $     4,793             $   934,669     $    18,594 

See accompanying notes.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
STATEMENTS OF CHANGES IN NET ASSETS

(unaudited)

                                                                       Principal                                Principal
                                                                        Balanced                                   Bond
                                                                       Fund, Inc.                                Fund, Inc.

                                                                Six Months         Year                  Six Months        Year
                                                                  Ended            Ended                   Ended           Ended
                                                                 June 30,       December 31,              June 30,      December 31,
                                                                   1997            1996                     1997            1996

Operations
<S>                                                             <C>             <C>                     <C>             <C>
Net investment income...............................            $  1,589,567    $ 2,416,667             $ 2,329,097     $ 3,648,701
Net realized gain from investment transactions......               4,425,625      4,291,386                  59,264          24,994
Net increase (decrease) in unrealized appreciation/
     depreciation on investments and translation of
     assets and liabilities in foreign currencies...               3,620,209      3,030,866                (277,295)     (1,454,206)

                          Net Increase in Net Assets
                           Resulting from Operations               9,635,401      9,738,919               2,111,066       2,219,489

Dividends and Distributions to Shareholders
From net investment income..........................                 --          (2,404,163)                 --          (3,612,230)
From net realized gain on investments and foreign
      currency transactions.........................                 (43,109)    (5,078,241)                 --              --
                                                                                                                             
                                                                     (43,109)    (7,482,404)                 --          (3,612,230)

Capital Share Transactions (Note 5)
Shares sold.........................................              19,199,044     51,227,505               8,781,926      38,212,107
Shares issued in reinvestment of dividends
     and distributions..............................                  37,483      6,103,434                  --           2,979,214
Shares redeemed.....................................              (8,698,410)   (11,883,111)             (2,467,788)    (12,289,678)

                     Net Increase in Net Assets from
                          Capital Share Transactions              10,538,117     45,497,828               6,314,138      28,901,643

                                      Total Increase              20,130,409     47,754,343               8,425,204      27,508,902

Net Assets
Beginning of period.................................              93,157,669     45,403,326              63,386,561      35,877,659

End of period (including undistributed net
     investment income as set forth below)..........            $113,288,078    $93,157,669             $71,811,765     $63,386,561


Undistributed Net Investment Income.................            $  1,613,211    $    23,644             $ 2,365,568     $    36,471

See accompanying notes.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
STATEMENTS OF CHANGES IN NET ASSETS

(unaudited)

                                                                          Principal
                                                                     Capital Accumulation
                                                                          Fund, Inc.

                                                                  Six Months       Year
                                                                     Ended         Ended
                                                                    June 30,    December 31,
                                                                      1997          1996

Operations
<S>                                                             <C>             <C>
Net investment income...............................            $  2,458,615    $  3,517,895
Net realized gain from investment transactions......               8,130,616      26,628,772
Net increase (decrease) in unrealized appreciation/
     depreciation on investments and translation of
     assets and liabilities in foreign currencies...              19,817,802       6,846,493
                                                                                            
                          Net Increase in Net Assets
                           Resulting from Operations              30,407,033      36,993,160

Dividends and Distributions to Shareholders
From net investment income..........................                 --           (3,541,996)
From net realized gain on investments and foreign
      currency transactions.........................              (7,389,172)    (22,300,640)

                                                                  (7,389,172)    (25,842,636)

Capital Share Transactions (Note 5)
Shares sold.........................................              33,967,608      81,833,141
Shares issued in reinvestment of dividends
     and distributions..............................               7,344,259      25,659,961
Shares redeemed.....................................             (20,271,151)    (49,264,748)

                     Net Increase in Net Assets from
                          Capital Share Transactions              21,040,716      58,228,324

                                      Total Increase              44,058,577      69,378,848

Net Assets
Beginning of period.................................             205,018,528     135,639,680

End of period (including undistributed net
     investment income as set forth below)..........            $249,077,105    $205,018,528


Undistributed Net Investment Income.................            $  2,493,934    $     35,319

See accompanying notes.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
STATEMENTS OF CHANGES IN NET ASSETS (Continued)

(unaudited)



                                                                                  Principal                        Principal
                                                                              Emerging Growth               Government Securities
                                                                                 Fund, Inc.                        Fund, Inc.
 
                                                                        Six Months         Year           Six Months        Year
                                                                          Ended           Ended             Ended          Ended
                                                                         June 30,       December 31,       June 30,     December 31,
                                                                           1997            1996              1997           1996

Operations
<S>                                                                   <C>              <C>               <C>            <C>
Net investment income.............................................    $    802,076     $  1,008,977      $ 2,639,238    $ 4,677,723
Net realized gain (loss) from investment transactions.............       1,806,428        1,954,051          245,732         98,466
Net realized (loss) from foreign currency transactions............         --               --                --             --
Net increase (decrease) in unrealized appreciation/depreciation
     on investments and translation of assets and
     liabilities in foreign currencies............................      16,523,182       15,461,368         (213,709)    (1,337,219)

              Net Increase in Net Assets Resulting from Operations      19,131,686       18,424,396        2,671,261      3,438,970

Dividends and Distributions to Shareholders
From net investment income........................................         --            (1,000,544)         (46,141)    (4,644,240)
From net realized gain on investments and foreign 
    currency transactions.........................................        (455,301)      (2,245,806)          --             --

                                                                          (455,301)      (3,246,350)         (46,141)    (4,644,240)

Capital Share Transactions (Note 5)
Shares sold.......................................................      27,055,917       78,710,392        5,357,708     47,002,706
Shares issued in reinvestment of dividends
      and distributions...........................................         451,711        3,177,572           45,610      4,589,974
Shares redeemed...................................................      (3,273,080)     (18,425,569)      (8,471,688)   (15,367,021)

                        Net Increase (Decrease) in Net Assets from
                                       Capital Shares Transactions      24,234,548       63,462,395       (3,068,870)    36,225,659

                                         Total Increase (Decrease)      42,910,933       78,640,441         (443,750)    35,020,389

Net Assets
Beginning of period...............................................     137,160,881       58,520,440       85,099,858     50,079,469

End of period (including undistributed net investment
     income as set forth below)...................................    $180,071,814     $137,160,881      $84,656,108    $85,099,858



Undistributed Net Investment Income...............................    $    815,094     $     13,018      $ 2,638,842    $    45,745

See accompanying notes.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
STATEMENTS OF CHANGES IN NET ASSETS (Continued)

(unaudited)

                                                                                    Principal                     Principal
                                                                                     Growth                      High Yield
                                                                                    Fund, Inc.                    Fund, Inc.

                                                                           Six Months         Year         Six Months     Year
                                                                             Ended           Ended           Ended        Ended 
                                                                            June 30,      December 31,      June 30,   December 31,
                                                                              1997            1996            1997         1996

Operations
<S>                                                                      <C>              <C>             <C>          <C>
Net investment income.............................................       $    764,343     $ 1,156,675     $   601,111  $ 1,153,201
Net realized gain (loss) from investment transactions.............           (360,049)        242,899         159,291      210,672
Net realized (loss) from foreign currency transactions............             --              --              --           --   
Net increase (decrease) in unrealized appreciation/depreciation                                                                   
     on investments and translation of assets and                                                                                 
     liabilities in foreign currencies............................         16,063,973       7,550,339         (27,143)     218,620

              Net Increase in Net Assets Resulting from Operations         16,468,267       8,949,913         733,259    1,582,493

Dividends and Distributions to Shareholders
From net investment income........................................            --           (1,148,740)        (11,379)  (1,116,648)
From net realized gain on investments and foreign
    currency transactions.........................................            --             (240,516)         --           --

                                                                              --           (1,389,256)        (11,379)  (1,116,648)

Capital Share Transactions (Note 5)
Shares sold.......................................................         17,289,857      55,634,083         290,077      437,560
Shares issued in reinvestment of dividends                                                                                        
      and distributions...........................................             --           1,373,493          11,379    1,116,648
Shares redeemed...................................................         (1,111,312)     (7,663,844)       (238,350)    (109,643)

                        Net Increase (Decrease) in Net Assets from
                                       Capital Shares Transactions         16,178,545      49,343,732          63,106    1,444,565

                                         Total Increase (Decrease)         32,646,812      56,904,389         784,986    1,910,410

Net Assets
Beginning of period...............................................         99,611,910      42,707,521      13,740,343   11,829,933
                                                                                                                                  
End of period (including undistributed net investment
     income as set forth below)...................................       $132,258,722     $99,611,910     $14,525,329  $13,740,343


Undistributed Net Investment Income...............................       $    772,279     $     7,936     $   601,181  $    11,449

See accompanying notes.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
STATEMENTS OF CHANGES IN NET ASSETS (Continued)

(unaudited)

                                                                                   Principal                       Principal
                                                                                 Money Market                        World
                                                                                  Fund, Inc.                       Fund, Inc.

                                                                           Six Months       Year           Six Months      Year
                                                                             Ended          Ended            Ended         Ended
                                                                            June 30,      December 31,      June 30,    December 31,
                                                                              1997           1996             1997          1996

Operations
<S>                                                                       <C>            <C>              <C>           <C>
Net investment income.............................................        $ 1,097,128    $  2,089,089     $  1,241,041  $ 1,145,766
Net realized gain (loss) from investment transactions.............             --             --               927,800      875,641
Net realized (loss) from foreign currency transactions............             --             --               (19,233)      (9,568)
Net increase (decrease) in unrealized appreciation/depreciation
     on investments and translation of assets and
     liabilities in foreign currencies............................             --             --           12,094,232    9,715,294

              Net Increase in Net Assets Resulting from Operations          1,097,128       2,089,089       14,243,840   11,727,133

Dividends and Distributions to Shareholders
From net investment income........................................         (1,097,128)     (2,089,089)         --        (1,149,902)
From net realized gain on investments and foreign
    currency transactions.........................................             --             --              (253,439)    (750,235)

                                                                           (1,097,128)     (2,089,089)        (253,439)  (1,900,137)

Capital Share Transactions (Note 5)
Shares sold.......................................................         35,998,262     119,544,896       22,050,225   38,889,383
Shares issued in reinvestment of dividends
      and distributions...........................................          1,073,081       1,914,643          249,699    1,849,921
Shares redeemed...................................................        (39,627,965)   (107,885,209)        (877,110)  (9,449,905)

                        Net Increase (Decrease) in Net Assets from
                                       Capital Shares Transactions         (2,556,622)     13,574,330       21,422,814   31,289,399

                                         Total Increase (Decrease)         (2,556,622)     13,574,330       35,413,215   41,116,395

Net Assets
Beginning of period...............................................         46,244,249      32,669,919       71,682,015   30,565,620

End of period (including undistributed net investment
     income as set forth below)...................................        $43,687,627    $ 46,244,249     $107,095,230  $71,682,015


Undistributed Net Investment Income...............................        $    --        $    --          $  1,265,045  $    24,004

See accompanying notes.
</TABLE>
<PAGE>
June 30, 1997

NOTES TO FINANCIAL STATEMENTS

(unaudited)

Principal Aggressive Growth Fund, Inc.
Principal Asset Allocation Fund, Inc.
Principal Balanced Fund, Inc.
Principal Bond Fund, Inc.
Principal Capital Accumulation Fund, Inc.
Principal Emerging Growth Fund, Inc.
Principal Government Securities Fund, Inc.
Principal Growth Fund, Inc.
Principal High Yield Fund, Inc.
Principal Money Market Fund, Inc.
Principal World Fund, Inc.


Note 1 -- Significant Accounting Policies

Principal  Aggressive Growth Fund, Inc.,  Principal Asset Allocation Fund, Inc.,
Principal  Balanced Fund,  Inc.,  Principal Bond Fund, Inc.,  Principal  Capital
Accumulation  Fund,  Inc.,  Principal  Emerging  Growth  Fund,  Inc.,  Principal
Government  Securities Fund, Inc.,  Principal Growth Fund, Inc.,  Principal High
Yield Fund,  Inc.,  Principal  Money Market Fund, Inc. and Principal World Fund,
Inc. (the "Funds") are registered  under the Investment  Company Act of 1940, as
amended, as open-end diversified  management investment companies and operate in
the mutual fund industry.

Principal Money Market Fund, Inc. values its securities at amortized cost, which
approximates  market.  Under the amortized cost method,  a security is valued by
applying a constant  amortization  to  maturity  of the  difference  between the
principal amount due at maturity and the cost of the security to the fund.

The other  funds  value  securities  for which  market  quotations  are  readily
available at market  value,  which is  determined  using the last  reported sale
price or, if no sales are reported, as is regularly the case for some securities
traded  over-the-counter,  the last  reported bid price.  When  reliable  market
quotations  are not considered to be readily  available,  which may be the case,
for example,  with respect to certain debt securities and preferred stocks,  the
investments  are valued by using market  quotations,  prices  provided by market
makers or estimates of market values  obtained from yield data and other factors
relating to instruments or securities with similar characteristics in accordance
with  procedures  established  in good faith by each fund's Board of  Directors.
Securities with remaining  maturities of 60 days or less are valued at amortized
cost, which approximates market.

With respect to Principal World Fund,  Inc., the value of foreign  securities in
foreign currency amounts are expressed in U.S. Dollars at the closing daily rate
of exchange.  Shares listed on the Korean Stock  Exchange (KSE) which are traded
by foreign  investors in foreign  over-the-counter  transactions  generally  are
valued at prices the  Manager  believes  would be  obtained  if such shares were
sold,  provided that the Board  determines  that such  valuations  are accurate;
otherwise  such KSE  shares  will be valued  using  the  procedures  for  listed
securities.  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 on valuation
date.

Since the carrying amount of the foreign securities in the Principal World Fund,
Inc. is determined  based on the exchange rate and market values at the close of
the period,  it is not  practicable  to isolate  that  portion of the results of
operations arising as a result of changes in the foreign exchange rates from the
fluctuations  arising from changes in the market prices of securities during the
period.

The Funds 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 Funds'  cash  balances to be  deposited  into a single  joint
account along with the cash of other registered  investment companies managed by
Princor  Management  Corporation.  These balances may be invested in one or more
short-term instruments.

The Funds record investment transactions generally one day after the trade date.
The identified  cost basis has been used in determining the net realized gain or
loss from investment transactions and unrealized appreciation or depreciation of
investments.  The 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 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 the trade and
settlement  dates on securities  transactions,  and the  difference  between the
amount of dividends and foreign  withholding  taxes recorded on the fund's books
and the U.S.  dollar  equivalent of the amounts  actually  received or paid. Net
unrealized  foreign exchange gains and losses arise from changes in the value of
assets and liabilities  other than investments in securities at fiscal year end,
resulting from changes in the exchange rate.

With respect to Principal Money Market Fund, Inc., all net investment income and
any  realized  gains and losses from  investment  transactions  are  declared as
dividends  daily  to  shareholders  of  record  as of that  day.  Dividends  and
distributions to shareholders of the other funds are recorded on the ex-dividend
date.

Dividends and  distributions to shareholders  from net investment income and net
realized gain from 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 the year ended December 31, 1996 were not material.

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 is  approximately  the same as that for
financial reporting purposes.

Note 3 -- Management Agreement and Transactions With Affiliates

The Funds have agreed to pay investment  advisory and management fees to Princor
Management  Corporation (wholly owned by Princor Financial Services Corporation,
a  subsidiary  of  Principal  Mutual Life  Insurance  Company)  (the  "Manager")
computed at an annual  percentage  rate of each fund's average daily net assets.
The annual rate used in this calculation for the Funds is as follows:

                               Net Assets Value of Funds
                                     (in millions)


                              First  Next  Next  Next  Over
           Funds              $100   $100  $100  $100  $400

  Principal Aggressive
   Growth Fund, Inc.          .80%   .75%  .70%  .65%   .60%
  Principal Asset Allocation
   Fund, Inc.                 .80    .75   .70   .65    .60
  Principal Balanced
   Fund, Inc.                 .60    .55   .50   .45    .40
  Principal Bond Fund, Inc.   .50    .45   .40   .35    .30
  Principal Capital
   Accumulation Fund, Inc.    .50    .45   .40   .35    .30
  Principal Emerging
   Growth Fund, Inc.          .65    .60   .55   .50    .45
  Principal Government
   Securities Fund, Inc.      .50    .45   .40   .35    .30
  Principal Growth
   Fund, Inc.                 .50    .45   .40   .35    .30
  Principal High Yield
   Fund, Inc.                 .60    .55   .50   .45    .40
  Principal Money Market
   Fund, Inc.                 .50    .45   .40   .35    .30
  Principal World Fund, Inc.  .75    .70   .65   .60    .55

Brokerage  commissions  were paid to  affiliates  by certain  of the  funds,  as
follows:

                                   Six Months Ended   Year Ended
                                       June 30,      December 31,
                                         1997            1996

  Principal Asset Allocation
   Fund, Inc.                         $ 2,012         $  --
  Principal Balanced Fund, Inc.        14,616           1,300
  Principal Capital Accumulation
   Fund, Inc.                           4,560          10,262
  Principal Growth Fund, Inc.           1,898             438
  Principal World Fund, Inc.            8,398           3,176

All of the  shares of the Funds are owned by  Principal  Mutual  Life  Insurance
Company and/or one or more Separate Accounts  sponsored by Principal Mutual Life
Insurance Company.

Note 4 -- Investment Transactions

For the six  months  ended  June 30,  1997,  the cost of  investment  securities
purchased and proceeds from investment securities sold (not including short-term
investments and U.S. government securities) by the Funds were as follows:

                                                    Purchases         Sales

     Principal Aggressive Growth Fund, Inc.        $90,894,886      $85,821,723
     Principal Asset Allocation Fund, Inc.          33,098,234       37,559,662
     Principal Balanced Fund, Inc.                  19,594,921       16,144,132
     Principal Bond Fund, Inc.                      10,388,135        2,182,527
     Principal Capital Accumulation Fund, Inc.      41,825,563       31,309,453
     Principal Emerging Growth Fund, Inc.           25,935,701        7,082,328
     Principal Government Securities Fund, Inc.      1,956,652        2,554,067
     Principal Growth Fund, Inc.                     5,649,927        3,673,560
     Principal High Yield Fund, Inc.                 3,966,041        3,000,007
     Principal World Fund, Inc.                     31,897,809       10,335,250

At June 30, 1997, net unrealized  appreciation of investments  held by the Funds
was composed of the following:
<TABLE>
<CAPTION>
                                                                                                  Net Unrealized
                                                               Gross Unrealized                    Appreciation
                                                    Appreciation          (Depreciation)          of Investments

<S>                                                  <C>                   <C>                      <C>         
     Principal Aggressive Growth Fund, Inc.          $15,781,478           $(1,607,134)             $14,174,344 
     Principal Asset Allocation Fund, Inc.             8,199,042            (1,433,833)               6,765,209 
     Principal Balanced Fund, Inc.                    13,835,948            (1,429,429)              12,406,519 
     Principal Bond Fund, Inc.                         1,587,697              (683,839)                 903,858 
     Principal Capital Accumulation Fund, Inc.        54,758,067            (2,669,436)              52,088,631 
     Principal Emerging Growth Fund, Inc.             50,022,271            (5,669,172)              44,353,099 
     Principal Government Securities Fund, Inc.        1,354,369              (705,839)                 648,530 
     Principal Growth Fund, Inc.                      32,442,033            (3,545,596)              28,896,437 
     Principal High Yield Fund, Inc.                     496,413               (63,269)                 433,144 
     Principal World Fund, Inc.                       25,286,948            (1,428,257)              23,858,691 
</TABLE>
The Funds may trade U.S.  Government  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 June 30, 1997, Principal Government Securities
Fund,  Inc.  had TBA  commitments  involving  securities  with a face  amount of
$1,000,000,  cost of $990,938 and market value of  $1,002,720.  The Fund has set
aside  investment  securities  and other assets in excess of the  commitments to
serve as collateral.

At June 30, 1997,  Principal Asset  Allocation Fund,  Inc.,  Principal  Balanced
Fund,  Inc.,  Principal Bond Fund, Inc.,  Principal  Emerging Growth Fund, Inc.,
Principal  High Yield  Fund,  Inc.  and  Principal  World  Fund,  Inc.  held the
following securities which were purchased in a private placement transaction and
may require  registration  in order to effect a sale in the  ordinary  course of
business.
<PAGE>
<TABLE>
<CAPTION>
                                                                                              Value at      Value as a
                                                                   Date of                    June 30,     Percentage of
           Fund                   Security Description           Acquisition       Cost         1997        Net Assets



<S>                        <C>                                     <C>           <C>         <C>             <C> 
   Principal Asset         Florida Residential Property &          5/5/97        $249,620    $  250,618       .35%
   Allocation Fund, Inc.   Casualty; Notes

                           Fomento Economico Mexicano              5/31/96         71,402       140,125       .19
                                                                   2/19/97         29,700        47,095       .07
                                                                   2/21/97         24,025        36,867       .05
                                                                   3/13/97         24,766        34,488       .05

                           Grupo Financiero Bancomer SA,           5/30/96         63,875        61,887       .09
                           ADR                                     5/31/96         10,333        10,041       .01
                                                                   4/25/97         23,503        33,454       .05
                                                                   4/29/97         25,200        34,757       .05
                                                                   5/6/97          12,272        15,931       .02

                           Israel Electric Corp.; Senior
                           Notes                                   12/11/96       249,525       247,301       .34

                           Lojas Arapua SA GDR;                    2/7/97          11,125         8,291       .01
                                                                   2/14/97         16,088        10,943       .02
                                                                   2/26/97         73,954        50,405       .07

                           PTTEP International, Ltd.;
                           Yankee Dollar Notes                     11/8/96        259,810       254,176       .35

                           Wellsford Real Properties, Inc.         6/2/97         162,501       173,547       .24
                                                                   6/18/97          1,115         1,100       .00

                                                                                              1,411,026      1.96

   Principal Balanced      Federal-Mogul Corp.; Series D
   Fund, Inc.              Convertible                             10/15/92       248,325       417,100       .37

   Principal Bond          John Hancock Mutual Life
   Fund, Inc.              Insurance Co.; Surplus Notes            1/8/97         958,440       952,495      1.33

   Principal Emerging      Ciba-Geigy Corp.; Exchangeable
   Growth Fund, Inc.       Subordinated Debentures                 3/20/91        150,000       150,187       .08

                           Sierra On Line; Convertible
                           Subordinated Debentures                 8/17/94        100,375       368,638       .20

                                                                                                518,825       .28
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                                                              Value at      Value as a
                                                                   Date of                    June 30,     Percentage of
           Fund                   Security Description           Acquisition       Cost         1997        Net Assets


<S>                        <C>                                     <C>           <C>         <C>             <C>
   Principal High Yield    Fage Dairy Industry S.A.;
   Fund, Inc.              Senior Notes                            2/6/97        $294,000    $  291,000      2.00%

                           Fairchild Semiconducter;
                           Senior Subordinated Notes               3/6/97         125,000       132,500       .91

                           Indah Kiat Finance Mauritius Lt;
                           Guaranteed Senior Notes                 6/26/97        198,694       198,454      1.37

                           Navistar Financial;
                           Senior Subordinated Notes               5/22/97         25,000        25,719       .18

                           Ocean Energy, Inc.;
                           Senior Subordinated Notes               6/26/97        199,660       199,250      1.37

                           Outdoor Systems;
                           Senior Subordinated Notes               6/25/97        196,000       194,250      1.34

                           Pen-Tab Industries;
                           Senior Subordinated Notes               1/30/97         50,000        50,875       .35

                           Quality Food Centers;
                           Senior Subordinated Notes               3/13/97        200,000       198,500      1.37

                           Specialty Retailers, Inc.;
                           Senior Notes                            6/12/97         50,000        50,375       .35

                           Sun Media Corp.;
                           Senior Subordinated Notes               2/13/97         50,000        50,500       .35

                                                                                              1,391,423      9.59

   Principal World         Alfa SA; Convertible                    9/25/95        398,000       581,000       .54
   Fund, Inc.              Subordinated Debentures                 11/20/96       329,254       435,750       .41

                           Fokus Bank                              6/25/96        347,410       542,018       .51

                           Hyundai Motor Co. Ltd. GDR              9/3/96         307,688       243,750       .23

                           Kemira OY                               12/9/96        314,077       245,271       .23
                                                                   12/10/96       131,955        99,995       .09
                                                                   12/11/96       241,385       183,010       .17
                                                                   2/26/97        322,301       264,138       .25
                                                                   4/10/97        294,742       264,138       .25

                           Royal Group Technologies Ltd.           6/25/96        272,357       485,445       .45
                                                                   7/2/96          91,512       160,921       .15

                           Voest-Alpine Stahl                      10/30/95       280,007       416,817       .39
                                                                   3/27/96        146,558       203,878       .19
                                                                   6/25/96        256,094       348,858       .33
                                                                   6/27/96        145,930       194,817       .18

                                                                                              4,669,806      4.37
</TABLE>
The Funds'  investments  are with  various  issuers in various  industries.  The
Schedules of Investments  contained  herein summarize  concentrations  of credit
risk by issuer and industry.
<PAGE>
Note 5 -- Capital Share Transactions

Transactions in Capital Stock by fund were as follows:

<TABLE>
<CAPTION>
                                                   Principal Aggressive         Principal Asset      Principal Balanced
                                                     Growth Fund, Inc.       Allocation Fund, Inc.       Fund, Inc.

  Six Months Ended June 30, 1997:
<S>                                                    <C>                       <C>                      <C>      
  Shares sold...................................        1,617,616                  491,624                1,281,540
  Shares issued in reinvestment of
   dividends and distributions..................          160,542                   48,173                    2,562

  Shares redeemed...............................       (1,138,622)                (189,208)                (583,332)

                                   Net Increase           639,536                  350,589                  700,770



  Year Ended December 31, 1996:
  Shares sold...................................        3,918,263                1,770,239                3,602,550
  Shares issued in reinvestment of
   dividends and distributions..................          547,658                  239,060                  424,022

  Shares redeemed...............................         (860,656)                (337,801)                (825,489)

                                   Net Increase         3,605,265                1,671,498                3,201,083
</TABLE>
<TABLE>
<CAPTION>
                                                      Principal             Principal Capital        Principal Emerging
                                                    Bond Fund, Inc.      Accumulation Fund, Inc.      Growth Fund, Inc.

  Six Months Ended June 30, 1997:
<S>                                                  <C>                       <C>                        <C>    
  Shares sold...................................        772,077                 1,113,522                   883,025
  Shares issued in reinvestment of
   dividends and distributions..................         --                       250,401                    14,928

  Shares redeemed...............................       (216,734)                 (662,278)                 (106,190)

                                   Net Increase         555,343                   701,645                   791,763



  Year Ended December 31, 1996:
  Shares sold...................................      3,340,011                 2,763,121                 2,884,710
  Shares issued in reinvestment of
   dividends and distributions..................        262,934                   868,606                   110,728

  Shares redeemed...............................     (1,065,373)               (1,641,040)                 (693,851)

                                   Net Increase       2,537,572                 1,990,687                 2,301,587
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                      Principal Government       Principal Growth       Principal High
Securities Fund, Inc.                                      Fund, Inc.            Yield Fund, Inc.

  Six Months Ended June 30, 1997:
<S>                                                        <C>                       <C>                    <C>   
  Shares sold...................................              516,773                1,178,487               32,348
  Shares issued in reinvestment of
   dividends and distributions..................                4,394                   --                    1,287
  Shares redeemed...............................             (821,126)                 (75,864)             (26,304)

                        Net Increase (Decrease)              (299,959)               1,102,623                7,331



  Year Ended December 31, 1996:
  Shares sold...................................            4,520,032                4,289,963               50,390
  Shares issued in reinvestment of
   dividends and distributions..................              445,172                   99,697              128,056
  Shares redeemed...............................           (1,457,956)                (604,413)             (12,523)

                                   Net Increase             3,507,248                3,785,247              165,923
</TABLE>
<TABLE>
<CAPTION>
                                                         Principal Money          Principal World
Market Fund, Inc.                                          Fund, Inc.


  Six Months Ended June 30, 1997:
<S>                                                      <C>                         <C>      
  Shares sold...................................           35,998,262                1,596,085
  Shares issued in reinvestment of
   dividends and distributions..................            1,073,081                   18,817
  Shares redeemed...............................          (39,627,965)                 (63,573)

                        Net Increase (Decrease)            (2,556,622)               1,551,329



  Year Ended December 31, 1996:
  Shares sold...................................          119,544,896                3,308,501
  Shares issued in reinvestment of
   dividends and distributions..................            1,914,643                  144,196
  Shares redeemed...............................         (107,885,209)                (800,955)

                                   Net Increase            13,574,330                2,651,742
</TABLE>
Note 6 -- Line of Credit

The Funds have an unsecured line of credit with a bank which allows each fund to
borrow up to $500,000.  Borrowings are made solely to facilitate the handling of
unusual and/or unanticipated  short-term cash requirements.  Interest is charged
to each fund,  based on its borrowings,  at a rate equal to the bank's Fed Funds
Unsecured Rate plus 100 basis points.  Additionally, a commitment fee is charged
at the annual rate of .25% on the line of credit.  At June 30,  1997,  the Funds
had no outstanding borrowings under the line of credit.
<PAGE>
SCHEDULES OF INVESTMENTS

PRINCIPAL AGGRESSIVE GROWTH FUND, INC.


                                            Shares
                                             Held           Value
Common Stocks (94.94%)

Advertising (0.31%)
   Snyder Communications, Inc.                12,800(a) $   344,800

Aerospace Industries (0.95%)
   Thiokol Corp.                              14,800      1,036,000

Air Transportation, Scheduled (2.16%)
   AMR Corp.                                  13,600(a)   1,258,000
   US Air Group, Inc.                         31,600(a)   1,106,000

                                                          2,364,000
Aircraft & Parts (11.49%)
   Allied Signal, Inc.                        24,700      2,074,800
   Boeing Co.                                 26,800      1,422,075
   Gulfstream Aerospace Corp.                 15,300(a)     451,350
   McDonnell Douglas Corp.                    25,000      1,712,500
   Textron, Inc.                              27,000      1,792,125
   United Technologies Corp.                  62,000      5,146,000

                                                         12,598,850
Auto & Home Supply Stores (0.52%)
   O'Reilly Automotive, Inc.                  14,700(a)     565,950

Bakery Products (0.27%)
   Einstein/Noah Bagel Corp.                  25,100(a)     299,631

Beverages (1.98%)
   Coca-Cola Enterprises                      94,100      2,164,300

Cogeneration - Small Power
Producer (0.44%)
   AES Corp.                                   6,800(a)     481,100

Commercial Banks (6.79%)
   Bankamerica Corp.                          26,600      1,717,363
   Chase Manhattan Corp.                      11,512      1,117,383
   Citicorp                                   10,800      1,302,075
   Wells Fargo & Co.                          12,233      3,296,793

                                                          7,433,614
Communications Services, NEC (0.15%)
   Globalstar Telecommunication Ltd.           5,400(a)     165,375

Computer & Data Processing (5.34%)
   America Online Inc.                         9,100(a)     506,187
   Aris Corp.                                  3,800(a)      83,125
   GTECH Holdings Corp.                       80,600(a)   2,599,350
   Microsoft Corp.                            13,000(a)   1,642,875
   Oracle Systems Corp.                       12,800(a)     644,800
   Sterling Commerce, Inc.                    11,400(a)     374,775

                                                          5,851,112
Computer & Office Equipment (3.98%)
   Compaq Computer Corp.                       7,200(a)     714,600
   Dell Computer Corp.                         4,600(a)     540,213
   International Business
      Machines Corp.                          20,600      1,857,863
   International Game Technology              55,300        981,575
   Seagate Technology                          7,400(a)     260,387

                                                          4,354,638
Consumer Products (6.75%)
   Philip Morris Cos., Inc.                  166,500      7,388,438

Crude Petroleum & Natural Gas (0.34%)
   British Petroleum Co. PLC                   5,000        374,375

Eating & Drinking Places (2.42%)
   Cracker Barrel Old Country Store, Inc.     59,100      1,566,150
   McDonald's Corp.                           22,400      1,082,200

                                                          2,648,350
Electronic Components &
Accessories (1.56%)
   Intel Corp.                                 5,500        779,969
   Linear Technology Corp.                     9,600        496,800
   Texas Instruments                           5,100        428,719

                                                          1,705,488
Federal & Federally Sponsored
Credit (1.06%)
   Student Loan Marketing Association          9,100      1,155,700

Fire, Marine, & Casualty
Insurance (9.27%)
   Aetna, Inc.                                19,600      2,006,550
   Berkshire Hathaway, Inc.                       74(a)   3,492,800
   Cigna Corp.                                 1,050        186,375
   CNA Financial Corp.                         8,600(a)     906,762
   Loews Corp.                                21,900      2,192,738
   Progressive Corp.                           6,900        600,300
   USF&G Corp.                                32,200        772,800

                                                         10,158,325
Grocery Stores (0.22%)
   Dominicks Supermarkets, Inc.                9,100(a)     242,287

Hospitals (0.49%)
   Columbia/HCA Healthcare Corp.              13,700        538,581

Household Audio & Video
Equipment (0.53%)
   Time Warner Inc.                           12,000        579,000

Industrial Inorganic Chemicals (0.56%)
   Monsanto Co.                               14,300        615,794

Life Insurance (0.41%)
   Equitable of Iowa Cos.                      8,100        453,600

Lumber & Other Building
Materials (2.34%)
   Home Depot, Inc.                           37,100      2,557,581

Medical Instruments &
Supplies (1.14%)
   Becton, Dickinson & Co.                    24,600      1,245,375

Miscellaneous Business
Services (0.76%)
   Viad Corp.                                 43,100        829,675

Miscellaneous Electrical Equipment &
Supplies (0.61%)
   Motorola, Inc.                              8,800        668,800

Miscellaneous Furniture & Fixtures (0.78%)
   Hillenbrand Industries                     17,900        850,250

Miscellaneous Food & Kindred
Products (1.15%)
   Campbell Soup Co.                          25,100      1,255,000

Miscellaneous Investing (8.57%)
   HFS, Inc.                                 161,900(a)   9,390,200

Miscellaneous Manufacturers (0.27%)
   WMS Industries, Inc.                       11,900(a)     298,244

Motor Vehicles & Equipment (1.54%)
   Ford Motor Co.                             13,300        502,075
   ITT Industries Inc.                        46,100      1,187,075

                                                          1,689,150
Newspapers (0.50%)
   Gannett Co.                                 5,600        553,000

Oil & Gas Field Services (1.22%)
   Diamond Offshore Drilling                  10,100(a)     789,062
   Schlumberger Ltd.                           4,400        550,000

                                                          1,339,062
Periodicals (2.16%)
   K-III Communications Corp.                197,300(a)   2,367,600

Personal Credit Institutions (1.47%)
   American Express Co.                       21,600      1,609,200

Petroleum Refining (0.62%)
   Amoco Corp.                                 7,800        678,113

Photographic Equipment &
Supplies (0.68%)
   Xerox Corp.                                 9,400        741,425

Plastic Materials & Synthetics (0.55%)
   DuPont                                      9,500        597,313

Radio & Television Broadcasting (2.57%)
   Clear Channel Communications               35,200(a)   2,164,800
   Heftel Broadcasting Co.                    11,800(a)     651,950

                                                          2,816,750
Savings Institutions (0.67%)
   Ahmanson & Co.                             11,400        490,200
   Ocwen Financial Corp.                       7,400(a)     241,425

                                                            731,625
Search & Navigation Equipment (0.84%)
   Litton Industries Inc.                     19,100(a)     922,769

Security & Commodity Services (0.93%)
   Franklin Resources, Inc.                   14,000      1,015,875

Security Brokers & Dealers (1.66%)
   Charles Schwab Corp.                       17,100        695,756
   Merrill Lynch & Co., Inc.                  18,800      1,120,950

                                                          1,816,706
Special Industry Machinery (0.63%)
   Applied Materials, Inc.                     9,800(a)     693,962

Surety Insurance (4.36%)
   Ace Ltd.                                   25,600      1,891,200
   CMAC Investment Corp.                      48,700      2,325,425
   MGIC Investment Corp.                      11,600        556,075

                                                          4,772,700
Telephone Communication (0.62%)
   Iridium World Communications                7,500(a)     135,938
   Worldcom, Inc.                             16,800(a)     537,600

                                                            673,538
Variety Stores (0.31%)
   Woolworth Corp.                            14,200(a)     340,800


                Total Portfolio Investments (94.94%)    103,974,021

Cash and receivables, net of liabilities (5.06%)          5,540,405


                          Total Net Assets (100.00%)   $109,514,426

(a)  Non-income  producing  security - No  dividend  paid during the past 
     twelve months.


PRINCIPAL ASSET ALLOCATION FUND, INC.


                                            Shares
                                             Held           Value
Common Stocks (67.23%)

Aerospace Industries (0.23%)
   Thiokol Corp.                               2,400    $   168,000

Air Transportation, Scheduled (1.31%)
   AMR Corp.                                   3,500(a)     323,750
   British Airways PLC ADR                     1,400        160,912
   Cathay Pacific Airways ADR                  8,500         88,046
   KLM Royal Dutch Airlines                    7,380        227,858
   US Air Group, Inc.                          4,000(a)     140,000

                                                            940,566
Aircraft & Parts (3.10%)
   Allied Signal, Inc.                         3,200        268,800
   Boeing Co.                                  3,800        201,638
   Gulfstream Aerospace Corp.                  2,200(a)      64,900
   McDonnell Douglas Corp.                     3,700        253,450
   Rockwell International Corp.                2,600        153,400
   Textron, Inc.                               5,000        331,875
   United Technologies Corp.                  11,500        954,500

                                                          2,228,563
Auto & Home Supply Stores (0.05%)
   O'Reilly Automotive, Inc.                     900(a)      34,650

Automotive Rentals, No Drivers (0.10%)
   Ryder Systems, Inc.                         2,200         72,600

Bakery Products (0.06%)
   Einstein/Noah Bagel Corp.                   3,700(a)      44,169

Beverages (2.24%)
   Bass PLC ADR                                5,000        123,125
   CIA Cervecerias Unidas ADR                  3,380         74,149
   CIA Cervejaria Brahma ADR                  13,710        209,934
   Coca-Cola Enterprises                      25,200        579,600
   Coca-Cola FEMSA SA ADR                      1,170         60,401
   Embotelladora Andina ADR B                    900         18,788
   Fomento Economico Mexicano                 43,485(b)     258,575
   Kirin Brewery                               2,300        239,200
   Panamerican Beverages                         909         29,883
   Quilmes Industrial Quins SA ADR             1,707         19,844

                                                          1,613,499
Blast Furnace & Basic Steel
Products (0.24%)
   Australian National Industries              8,960         43,495
   British Steel PLC ADS                       3,500         88,375
   Hylsamex Sponsored GDR                        730         22,539
   Tubos de Acero de Mexico ADR                1,289(a)      23,766

                                                            178,175
Books (0.09%)
   McGraw-Hill Companies, Inc.                 1,100         64,694

Bus Terminal & Service
Facilities (0.06%)
   Brasileiros SA GDR                          1,230(a)      45,664

Cash Grains (0.01%)
   Delta & Pine Land Co.                         200          7,125

Cement, Hydraulic (0.16%)
   Cementos de Mexico ADR                     11,940        114,922

Chemicals & Allied Products (1.19%)
   Asahi Chemical Industry Co. ADR             4,100        245,434
   Bayer AG Sponsored ADR                     10,735        412,881
   Mitsubishi Chemical Corp.                   6,100        199,370

                                                            857,685
Clay, Ceramic & Refractory
Minerals (0.07%)
   English China Clays ADR                     5,300         54,644

Colleges and Universities (0.02%)
   DeVRY, Inc.                                   500(a)      13,500

Combination Utility Services (0.40%)
   CIA Energetica de Minas Cemig ADR           3,615        182,000
   NIPSCO Industries, Inc.                     2,550        105,347

                                                            287,347
Commercial Banks (5.40%)
   ABN-AMRO Holdings NV ADR                   30,024        560,845
   Allied Irish Banks ADR                      2,900        135,394
   Banco Central ADR                           6,500        118,625
   Banco Galicia Y Buenos                      1,250         32,969
   Banco Wiese Ltd. ADR                        4,505         29,282
   BankAmerica Corp.                           4,500        290,531
   BankBoston Corp.                            1,200         86,475
   Banker's Trust                              1,350        117,450
   Barclays PLC ADS                            5,571        441,502
   Brierly Investments Ltd. ADR                5,550        108,328
   Chase Manhattan                             1,840        178,595
   Citicorp                                    2,300        277,294
   Commerzbank AG ADR                          3,600        102,058
   Credicorp Ltd.                                370          8,140
   First of America Bank Corp.                 2,700        123,525
   HSBC Holdings ADR                             600        180,450
   Mellon Bank Corp.                           2,400        108,300
   National Westminster ADR                    1,900        154,138
   PNC Financial Corp.                         2,100         87,412
   Texas Regional Bancshares                     100          4,200
   Wells Fargo & Co.                           2,200        592,900
   Westpac Banking ADR                         4,900        146,694

                                                          3,885,107
Commercial Printing (0.34%)
   DAI Nippon Printing Co.                     1,100        248,973

Communications Equipment (0.81%)
   ADC Telecommunications, Inc.                1,000(a)      33,375
   Advanced Fibre Communication                  700(a)      42,263
   Alcatel Alsthom ADR                         4,700        118,675
   Glenayre Technologies, Inc.                   700(a)      11,462
   Hanson PLC ADR                                368          9,200
   Harris Corp.                                1,450        121,800
   Matsushita Electrical ADR                     800        163,600
   Octel Communications Corp.                    700(a)      16,406
   Premisys Communication, Inc.                  500(a)       7,875
   Tekelec, Inc.                                 300(a)      10,612
   Tellabs, Inc.                                 900(a)      50,288

                                                            585,556
Communications Services (0.02%)
   Globalstar Telecommunication Ltd.             600(a)      18,375

Computer & Data Processing
Services (1.31%)
   Acxiom Corp.                                  700(a)      14,350
   America Online, Inc.                          100(a)       5,562
   Aris Corp.                                    600(a)      13,125
   Autodesk, Inc.                                300         11,494
   Avant Corp.                                   500(a)      16,156
   BA Merchant Services, Inc.                    400(a)       7,625
   Baan Company                                  100(a)       6,887
   Bisys Group, Inc.                            1100(a)      45,925
   Citrix Systems, Inc.                          300(a)      13,163
   Compuware Corp.                               500(a)      23,875
   Electronic Arts                               400(a)      13,450
   GTECH Holdings Corp.                       15,600(a)     503,100
   Incyte Pharmaceuticals, Inc.                  100(a)       6,700
   LHS Group                                     100(a)       4,381
   Ontrack Data International                    300(a)       6,900
   Peoplesoft, Inc.                              600(a)      31,650
   Sterling Commerce, Inc.                     2,100(a)      69,038
   Sungard Data Systems, Inc.                    800(a)      37,200
   Symantec Corp.                                700(a)      13,650
   Transaction Systems Architect, Inc.           600(a)      20,700
   USCS International, Inc.                    1,700(a)      55,675
   Vantive Corp.                                 800(a)      22,600

                                                            943,206
Computer & Office Equipment (0.76%)
   Ascend Communications                       1,300(a)      51,188
   Hitachi Ltd. ADR                            2,900        327,700
   International Game Technology               9,400        166,850


                                                            545,738
Concrete, Gypsum & Plaster
Products (0.22%)
   Cementos de Mexico SA ADR                   8,800         76,334
   Italcementi Fabriche SPA ADR               13,000         80,986

                                                            157,320
Concrete Work (0.13%)
   Pioneer International Ltd. ADR             25,000         95,890

Construction & Related
Machinery (0.51%)
   Camco International                           100          5,475
   EVI, Inc.                                     400(a)      16,800
   Kajima Corp. ADR                            2,900        170,051
   Komatsu Ltd. ADR                            5,500        178,799

                                                            371,125
Consumer Products (1.99%)
   Philip Morris Cos., Inc.                   26,350      1,169,281
   RJR Nabisco Holdings Corp.                  7,900        260,700

                                                          1,429,981
Credit Reporting & Collection (0.02%)
   First USA Paymentech Inc.                     500(a)      14,469

Crude Petroleum & Natural Gas (0.57%)
   Broken Hill Proprietary Ltd. ADR            2,200         65,450
   Forcenergy Inc.                               300(a)       9,112
   Newfield Exploration Co.                      100(a)       2,000
   Occidental Petroleum Corp.                  1,800         45,113
   Ocean Energy, Inc.                            200(a)       9,250
   Petrofina SA ADR                            2,900        109,910
   Societe Generale ADR                        3,600         80,450
   USX-Marathon Group, Inc.                    3,200         92,400

                                                            413,685
Department Stores (0.35%)
   Marui Corp. ADR                             2,800        104,238
   Penney (J.C.) Co.                           2,900        151,344

                                                            255,582
Drug Stores & Proprietary
Stores (0.01%)
   Omnicare, Inc.                                200          6,275

Drugs (1.19%)
   Agouron Pharmaceuticals, Inc.                 100(a)       8,087
   Arqule, Inc.                                  500(a)       8,687
   Aviron                                        400(a)       4,900
   Dura Pharmaceuticals, Inc.                    300(a)      11,962
   Elan Corp. PLC ADR                            400(a)      18,100
   Genzyme Corp. - General Division            1,000(a)      27,750
   Human Genome Sciences, Inc.                   100(a)       3,325
   Inhale Therapeutic Systems                    300(a)       7,425
   Jones Medical Industries, Inc.                300         14,250
   Medicis Pharmaceutical Corp.                  300(a)      14,963
   Novartis AG Sponsored ADR                   2,879        230,462
   Novo Nordisk ADR                            3,200        175,600
   Nycomed                                    13,172        189,348
   Sangstat Medical Corp.                        800(a)      18,500
   Smithkline Beecham PLC ADR                  1,100        100,788
   Vertex Pharmaceuticals                        200(a)       7,650
   Zonagen, Inc.                                 500(a)      10,937

                                                            852,734
Drugs, Proprietaries & Sundries (0.16%)
   Amway Japan Ltd. ADS                        6,833        118,296

Eating & Drinking Places (0.64%)
   Boston Chicken, Inc.                          900(a)      12,600
   Cracker Barrel Old Country Store, Inc.      8,200        217,300
   Host Marriott Corp.                         8,200(a)     147,063
   McDonald's Corp.                            1,800         86,962

                                                            462,925
Electric Services (1.52%)
   Centrais Electricas Brasileiras SA -
      Electrobras ADR                          1,655         49,117
   Centrais Electricas Brasileiras ADR        10,165        284,210
   Chilectra SA                                2,223         63,965
   Empresa Nacional de
      Electricidad SA ADR                      1,400        119,088
   Enersis SA ADR                                631         22,440
   EVN Energie-Vansorgung Nied ADR             3,600         92,782
   GPU, Inc.                                   2,100         75,338
   National Power ADR                          3,300        116,119
   Pinnacle West Capital Corp.                 4,100        123,256
   Shangdong Huaneng Power
      Development Ltd. ADS                     8,000         86,000
   Texas Utilities Co.                         1,900         65,431

                                                          1,097,746
Electrical Goods (0.03%)
   Kent Electronics Corp.                        700(a)      25,681

Electronic Components &
Accessories (0.77%)
   Altera Corp.                                  200(a)      10,100
   Kyocera Corp. ADR                           1,500        238,500
   Level One Communications                      500(a)      19,219
   Linear Technology Corp.                     1,600         82,800
   Maxim Integrated Products, Inc.               400(a)      22,750
   Molex, Inc., Class A                        1,100         38,363
   PMC Sierra, Inc.                            1,100(a)      28,875
   Semtech Corp.                                 100(a)       3,650
   Texas Instruments                             974         81,877
   Xilinx, Inc.                                  600(a)      29,437

                                                            555,571
Electronic Distribution
Equipment (0.82%)
   Phillips NV ADR                             6,969        500,897
   Watkins-Johnson Co.                         2,900         89,175

                                                            590,072
Engineering & Architectural
Services (0.08%)
   Gartner Group, Inc.                           500(a)      17,969
   Paychex, Inc.                               1,100         41,800

                                                             59,769
Farm & Garden Machinery (0.15%)
   Deere & Co.                                 1,900        104,263

Federal & Federally Sponsored
Credit (0.57%)
   Student Loan Marketing Association
      (Non-Voting)                             3,200        406,400

Finance Services (0.60%)
   Grupo Financiero Bancomer SA ADR           16,165(a)(b)  156,070
   Nomura Sec. Co. Ltd. ADR                    2,000        276,151

                                                            432,221
Fire Marine & Casualty
Insurance (3.26%)
   Aetna, Inc.                                 2,900        296,888
   Berkshire Hathaway, Inc.                       15(a)     708,000
   CIGNA Corp.                                   250         44,375
   CNA Financial Corp.                         3,100(a)     326,856
   Loews Corp.                                 3,700        370,463
   Mutual Risk Management Ltd.                   300         13,762
   Progressive Corp.                           1,100         95,700
   St. Paul Cos., Inc.                         1,400        106,750
   Tokio Marine & Fire Insurance ADR           4,600        297,850
   USF&G Corp.                                 3,600         86,400

                                                          2,347,044
Footwear, Except Rubber (0.16%)
   Ollivetti Inc. Cos.                       396,825(a)     112,262

Fruit & Vegetable Markets (0.09%)
   CIFRA Unsponsored ADR                      34,623         63,547

General Industrial Machinery (0.63%)
   AmerGroup Ltd. ADR                          5,500         49,502
   SKF AB ADR                                 15,370        401,541

                                                            451,043
Grain Mill Products (0.07%)
   Grupo Industrial Maseca Sade CV ADR         2,885         47,602

Groceries & Related Products (0.15%)
   Fleming Cos., Inc.                          5,850        105,300

Grocery Stores (0.40%)
   Disco SA ADS                                  633(a)      25,084
   Koninklijke Bijenkorf
      Beheer NV ADR                            2,400         84,090
   Santa Isabella SA ADR                       5,527        178,245

                                                            287,419
Hardware, Plumbing & Heating
Equipment (0.02%)
   Wilmar Industries, Inc.                       700(a)      17,062

Health & Allied Services, NEC (0.07%)
   Healthsouth Corp.                             800(a)      19,950
   Renal Care Group, Inc.                        100(a)       4,169
   Renal Treatment Centers, Inc.                 300(a)       8,062
   Total Renal Care Holdings, Inc.               400(a)      16,075

                                                             48,256
Holding Offices (0.42%)
   Jardine Strategic Holdings Ltd. ADR        10,000         75,600
   Quinenco SA                                 1,150(a)      21,275
   Trizec Hahn Corp.                           9,534        203,789

                                                            300,664
Home Health Care Services (0.03%)
   Pediatrix Medical Group, Inc.                 500(a)      22,906

Hospitals (0.02%)
   Health Management Association, Inc.           500(a)      14,250

Hotels & Motels (0.74%)
   Extended Stay of America                    8,700(a)     137,025
   John Q. Hammons Hotels, Inc.               17,400(a)     160,950
   La Quinta Motor Inns                          400          8,750
   Ladbroke Group ADR                         37,000        144,711
   Servico, Inc.                               5,300(a)      78,837

                                                            530,273
Household Audio & Video
Equipment (0.41%)
   Sony Corp. ADR                              2,500        220,000
   Time Warner, Inc.                           1,500         72,375

                                                            292,375
Individual & Family Services (0.08%)
   ARV Assisted Living, Inc.                   5,400(a)      59,400

Industrial Inorganic Chemicals (0.64%)
   AKZO ADR                                    4,283        296,062
   Eastman Chemical Co.                        1,150         73,025
   Olin Corp.                                  2,300         89,844

                                                            458,931
Industrial Organic Chemicals (0.08%)
   Nova Corp. ADR                              6,700         56,950

Investment Offices (0.51%)
   American General Hospitality Corp.         14,700        363,825

Iron & Steel Foundries (0.64%)
   Kawasaki Steel Corp. ADR                    7,900        257,511
   Kubota Corp. ADR                              850         83,300
   Siderar S.A.I.C. Sponsored ADR              3,630        118,497

                                                            459,308
Iron Ores (0.07%)
   Cia Vale Do Rio Doce                        2,140         47,708

Laundry, Cleaning & Garment
Services (0.02%)
   G&K Services, Inc.                            400         14,900

Life Insurance (0.32%)
   American General Corp.                      1,800         85,950
   Lincoln National Corp.                      2,200        141,625

                                                            227,575
Lumber & Other Building
Materials (0.52%)
   Home Depot, Inc.                            5,400        372,262

Management & Public Relations (0.24%)
   Advanced Health Corp.                         200(a)       3,675
   Corrections Corp. of America                  700(a)      27,825
   Ogden Corp.                                 4,300         93,525
   Whitman-Hart, Inc.                          1,600(a)      45,000

                                                            170,025
Measuring & Controlling Devices (0.05%)
   Applied Imaging Corp.                         800(a)       5,000
   Kla-Tencor Corp.                              600(a)      29,250

                                                             34,250
Meat Products (0.50%)
   Groupe Danone                              10,764        356,053

Medical Instruments & Supplies (0.13%)
   Arterial Vascular Engingeering                200(a)       6,438
   Baxter International, Inc.                  1,100         57,475
   Mentor Corp.                                  400         11,850
   Nitinol Medical Tech.                         800(a)      12,100
   Novoste Corp.                                 100(a)       1,637
   Vivus, Inc.                                   200(a)       4,762

                                                             94,262
Metalworking Machinery (0.27%)
   JLK Direct Distribution                       200(a)       5,125
   Makita Corp. ADR                           13,000        190,125

                                                            195,250
Miscellaneous Business Services (0.27%)
   Teletech Holdings, Inc.                       700(a)      18,375
   Viad Corp.                                  9,100        175,175

                                                            193,550
Miscellaneous Converted Paper
Products (0.42%)
   Kimberly Clark Mexico ADR                  14,600        277,400
   P. T. Inti Indorayon Utama ADR             10,000         20,974

                                                            298,374
Miscellaneous Electrical Equipment &
Supplies (0.39%)
   Motorola, Inc.                                900         68,400
   TDK Corp. ADS                               2,800        209,475

                                                            277,875
Miscellaneous Food & Kindred
Products (0.22%)
   Nestle Reg. ADR                             2,000        132,112
   Starbucks Corp.                               600(a)      23,363

                                                            155,475
Miscellaneous Food Stores (0.04%)
   General Nutrition Cos.                      1,000(a)      28,000
   MAV                                           415          4,202

                                                             32,202
Miscellaneous Investing (10.36%)
   Alexandria Real Estate                      2,500         54,844
   AMLI Residential Property                   1,000         23,625
   Associated Estates Realty Co.               4,500        105,750
   Avalon Properties                           7,100        203,238
   Bay Apartments Communities                  6,600        244,200
   Boston Properties, Inc.                     3,600(a)      99,000
   Brandywine Realty Trust                    13,200        267,300
   Brookfield Properties I/R                   5,900(a)      41,484
   Burnham Pacific Properties                 13,700        188,375
   Carr Realty Corp.                           5,500        158,125
   Chateau Properties                         14,253        407,992
   Columbus Realty Trust                         200          4,550
   Cornerstone Properties                      3,500         53,812
   East Group Properties                       1,000         20,125
   Essex Property Trust                        9,200        295,550
   Federal Realty Investments                  2,300         62,100
   First Union Real Estate                    14,700        207,638
   Gables Residential Trust                    4,000        101,000
   Great Lakes REIT, Inc.                      8,100        133,144
   Grupo Carso Sponsored ADR                   5,040         70,076
   Health Care Property Investors, Inc.        2,600         91,650
   HFS, Inc.                                  40,300(a)   2,337,400
   Kilroy Realty Corp.                         2,600         65,650
   Koger Equity, Inc.                          3,600         65,700
   LTC Properties, Inc.                          900         16,312
   Manufactured Home Communities               6,100        140,681
   Meridian Industrial Trust                   2,900         68,150
   Merry Land & Investment Co.                 5,900        127,956
   Oasis Residential, Inc.                     5,000        117,500
   Omega Healthcare Investors                  7,900        258,231
   Prentiss Property Trust                     2,700         69,188
   Price REIT, Inc.                              100          3,637
   Ramco-Gershenson Properties                   100          1,762
   Security Capital Atlantic, Inc.             6,200        148,413
   Shurgard Storage Center                     4,300        120,400
   Starwood Lodging Trust                      4,800        204,900
   Summit Properties, Inc.                     1,000         20,625
   Taubman Centers                            10,300        136,475
   Urban Shopping Centers                      8,700        277,313
   Wellsford Real Properties, Inc.            15,877(a)(b)  174,647
   Western Investment Real Estate Trust        3,900         54,113
   Westfield America, Inc.                    12,000(a)     202,500

                                                          7,445,131
Miscellaneous Non-Durable
Goods (0.38%)
   Mitsubishi Corp. ADR                       11,000        274,927

Miscellaneous Special Trade
Contractors (0.12%)
   Hang Lung Development Co. ADR               9,400         86,146

Mortgage Bankers & Brokers (0.03%)
   Homeside, Inc.                                900(a)      19,688

Motor Vehicles & Equipment (1.68%)
   Chrysler Corp.                              3,300        108,281
   Fiat SPA ADR                                4,700         85,775
   Ford Motor Co.                              1,500         56,625
   General Motors Corp.                        1,500         83,531
   ITT Industries, Inc.                        5,800        149,350
   Toyota Motor Corp. ADR                      8,600        509,550
   Volkswagen AG ADR                           1,400        214,837

                                                          1,207,949
Nonferrous Foundries (Casting) (0.02%)
   Matthews Intl. Corp.                          300         10,950

Non-Classifiable Establishments (0.07%)
   Keppel Corp. Ltd. ADR                       5,375         47,741

Non-Store Retailers (0.00%)
   Henry Schein, Inc.                            100(a)       3,125

Nursing & Personal Care
Facilities (0.00%)
   Manor Care, Inc.                              100          3,263

Offices & Clinics of Medical
Doctors (0.07%)
   Horizon Mental Health Mgmt.                   400(a)       9,000
   Occusystems, Inc.                             500(a)      14,500
   Phycor, Inc.                                  800(a)      27,550

                                                             51,050
Oil & Gas Field Services (0.61%)
   Diamond Offshore Drilling                   2,500(a)     195,313
   Ensco International, Inc.                     400(a)      21,100
   Petroleo Brasileiro SA                      5,700        156,193
   Schlumberger Ltd.                             500         62,500

                                                            435,106
Ophthalmic Goods (0.17%)
   Bausch & Lomb                               2,550        120,169

Paper Mills (0.15%)
   Willamette Industries, Inc.                 1,500        105,000

Periodicals (0.55%)
   K III Communications Corp.                 32,900(a)     394,800

Personal Credit Institutions (0.38%)
   Advanta Corp.                                 500         18,375
   American Express Co.                        3,300        245,850
   Firstplus Financial Group                     200(a)       6,800

                                                            271,025
Personnel Supply Services (0.13%)
   Data Processing Resources                     500(a)      11,688
   Emcare Holdings, Inc.                         100(a)       3,662
   Robert Half International, Inc.               800(a)      37,650
   Romac International, Inc.                   1,300(a)      42,575

                                                             95,575
Petroleum Refining (1.43%)
   Amoco Corp.                                   900         78,244
   Ashland, Inc.                               4,600        213,325
   Atlantic Richfield Co.                      3,200        225,600
   Exxon Corp.                                 1,000         61,500
   Mobil Corp.                                 3,400        237,575
   Total SA IE Francaise ADR                   2,800        141,750
   YPF Sociedad Anonima ADR                    2,175         66,881

                                                          1,024,875
Photographic Equipment &
Supplies (0.88%)
   Eastman Kodak Co.                             550         42,212
   Fuji Photo Film                             8,800        355,300
   OCE NV                                      1,400        179,725
   Xerox Corp.                                   700         55,213

                                                            632,450
Plastic Materials & Synthetics (0.19%)
   Du Pont (E.I.) De Nemour                    1,200         75,450
   Shanghai Petrochemical Co. Ltd. ADR         2,600         63,700

                                                            139,150
Primary Nonferrous Metals (0.14%)
   Phelps Dodge Corp.                          1,150         97,966

Radio, Television & Computer
Stores (0.10%)
   Lojas Arapua SA GDR                         4,200(b)      69,639
Radio & Television Broadcasting (0.66%)
   Clear Channel Communications                5,300(a)     325,950
   Grupo Televisa SA GDR                       4,785(a)     145,344

                                                            471,294
Railroads (0.17%)
   Nagoya Railroad Co. Ltd.                    2,900        119,619

Real Estate Agents & Managers (0.16%)
   Atlantic Gulf Communities Co.              15,900(a)     101,363
   Crescent Real Estate Equities                 400         11,862
   Crescent Operating                             40          1,318

                                                            114,543
Real Estate Operators & Lessors (1.81%)
   Alexander Haagen Properties                 4,100         66,625
   Arden Realty Group, Inc.                    6,300        163,800
   Beacon Properties Corp.                     6,800        226,950
   Catellus Dev. Corp.                         4,500(a)      81,563
   CRA Managed Care, Inc.                        300(a)      15,656
   IRT Property Co.                              900         10,575
   Nationwide Health Properties               14,400        316,800
   Pacific Gulf Properties                     8,400        184,800
   Sekisui House Ltd. ADR                      2,300        233,155

                                                          1,299,924
Research & Testing Services (0.01%)
   Parexel International Corp.                   100(a)       3,175
   Quintiles Transnational Corp.                 100(a)       6,962

                                                             10,137
Retail Stores, NEC (0.09%)
   CIA Brasileira de Distribuicao
      Acucar GDR                               1,960         44,970
   Supermercados Unimac SA                     1,190(a)      22,312

                                                             67,282
Savings Institutions (0.00%)
   Ocwen Financial Corp.                         100(a)       3,263

Sawmills & Planning Mills (0.14%)
   Louisiana Pacific Corp.                     4,700         99,288

Search & Navigation Equipment (0.22%)
   Litton Industries, Inc.                     3,200(a)     154,600

Security & Commodity Services (0.21%)
   Franklin Resources, Inc.                    2,050        148,753

Security Brokers & Dealers (0.05%)
   Charles Schwab Corp.                          900         36,619

Soap, Cleaners & Toilet Goods (0.68%)
   KAO Corp. ADR                               2,200        305,689
   Shiseido Co. Ltd. ADR                      11,000        181,683

                                                            487,372
Special Industry Machinery (0.02%)
   Fusion Systems Corp.                          300(a)      11,869

Subdividers & Developers (0.07%)
   Singapore Land ADR                         11,600         52,732

Sugar & Confectionary Products (0.10%)
   Perlis Plantations ADR                     25,000         73,295

Surety Insurance (0.95%)
   ACE Ltd.                                    3,200        236,400
   CMAC Investment Corp.                       6,400        305,600
   MGIC Investment Corp.                       2,900        139,019
   Triad Guaranty, Inc.                          100(a)       4,537

                                                            685,556
Telephone Communication (3.34%)
   AT&T Corp.                                  3,500        122,719
   BCE, Inc.                                  17,180        481,040
   Compania Anonima Telefonos
      de Venezuela                             1,485         64,041
   LCI International, Inc.                       500(a)      10,937
   Mobile Telecommunications
      Technologies                               900(a)      12,881
   Sprint Corp.                                1,700         89,463
   Telebras GDR                                   18          2,731
   Telecommunicacoes Brasileiras SA ADR        6,220        943,885
   Telefonica de Argentina ADR                 2,885         99,893
   Telefonica de Espana SA ADS                 2,500        215,625
   Telefonica Del Peru ADR                     1,865         48,840
   Telefonos de Mexico SA ADR                  3,865        184,554
   Teleport Communication                        600(a)      20,475
   U.S. West Communications Group              2,700        101,756

                                                          2,398,840
Tires & Inner Tubes (0.36%)
   Bridgestone ADR                             1,100        255,702

Variety Stores (0.38%)
   Wal-Mart Stores, Inc.                       2,800         94,675
   Woolworth Corp.                             7,350(a)     176,400

                                                            271,075
Vocational Schools (0.02%)
   Apollo Group, Inc.                            500(a)      17,625

Water Transportation of Freight,
NEC (0.15%)
   Penninsular & Oriental
      Steamships ADR                           5,400        107,847


                                 Total Common Stocks     48,333,901

Preferred Stock (0.19%)

Miscellaneous Investing (0.10%)
   First Washington Realty Trust; Series A     2,400         73,200

Periodicals (0.05%)
   Time Warner; Series M                          31(a)      34,149

Real Estate Agents & Managers (0.04%)
   Atlantic Gulf Communities                   2,772(a)      27,725


                              Total Preferred Stocks        135,074


                                           Principal
                                            Amount          Value
Bonds (3.51%)

Business Credit Institutions (0.46%)
   AT&T Capital Corp. Medium-Term
      Notes; 5.85%; 1/5/99                $  330,000    $   327,749

Commercial Banks (0.34%)
   NationsBank Corp. Senior Notes;
      5.70%; 2/9/01                          250,000        241,558

Electronic Distribution
Equipment (0.34%)
   Israel Electric Corp. Senior Notes;
      7.25%; 12/15/06                        250,000(b)     247,301

Finance Services (0.98%)
   First Plus Home Loan Trust Notes;
      7.60%; 4/10/30                         150,000        151,289
   Lehman Brothers Holdings, Inc.
      Senior Notes; 7.38%; 5/15/04           300,000        302,260
   Team Fleet Finance Corp. Notes;
      7.35%; 5/15/03                         250,000        254,903

                                                            708,452
Metal Mining Services (0.35%)
   PTTEP International, Ltd. Yankee
      Dollar Notes; 7.63%; 10/1/06           250,000(b)     254,176

Miscellaneous Investing (0.35%)
   Florida Residential Property &
      Casualty Notes; 7.25%; 7/1/02          250,000(b)     250,618

Personal Credit Institutions (0.69%)
   Ford Motor Credit Unsubordinated;
      7.20%; 6/15/07                         250,000        250,792
   GMAC Medium-Term Notes;
      6.10%; 12/06/00                        250,000        245,545

                                                            496,337


                                         Total Bonds      2,526,191

U.S. Government Treasury Notes (20.57%)

   6.38%; 5/15/99                          2,000,000      2,010,000
   6.38%; 5/15/00                          4,500,000      4,516,875
   6.25%; 5/31/00                          1,500,000      1,500,938
   6.25%; 4/30/01                          1,750,000      1,745,625
   6.63%; 4/30/02                          1,350,000      1,362,235
   7.25%; 8/15/04                          3,500,000      3,648,750


                Total U.S. Government Treasury Notes     14,784,423


                Total Portfolio Investments (91.50%)     65,779,589

Cash and receivables, net of liabilities (8.50%)          6,112,483


                          Total Net Assets (100.00%)    $71,892,072



(a)  Non-income  producing  security - No  dividend  paid during the past
     twelve months.
(b)  Restricted Security - See Note 4 to the financial statements.

PRINCIPAL BALANCED FUND, INC.


                                            Shares
                                             Held           Value
Common Stocks (56.65%)

Auto & Home Supply Stores (0.51%)
   Autozone, Inc.                             24,900(a)$    586,706

Bakery Products (0.63%)
   Sara Lee Corp.                             17,100        711,788

Beverages (1.21%)
   Pepsico, Inc.                              32,000      1,202,000
   Universal Foods Corp.                       4,300        163,937

                                                          1,365,937
Commercial Banks (4.94%)
   BankBoston Corp.                           16,600      1,196,238
   Corestates Financial Corp.                 16,400        881,500
   First of America Bank Corp.                11,400        521,550
   Fleet Financial Group, Inc.                16,000      1,012,000
   NationsBank Corp.                          16,500      1,064,250
   PNC Financial Corp.                        22,000        915,750

                                                          5,591,288
Commercial Printing (0.53%)
   R. R. Donnelley & Sons Co.                 16,400        600,650

Communications Equipment (1.10%)
   Allen Telecom, Inc.                         4,200(a)      87,150
   DSC Communications Corp.                   17,400(a)     387,150
   General Instrument Corp.                   30,700(a)     767,500

                                                          1,241,800
Computer & Data Processing
Services (2.67%)
   Computer Associates International, Inc.    14,700        818,606
   Electronic Data Systems Corp.              32,700      1,340,700
   First Data Corp.                           19,600        861,175

                                                          3,020,481
Computer & Office Equipment (1.57%)
   Hewlett-Packard Co.                        12,400        694,400
   International Business
       Machines Corp.                         12,000      1,082,250

                                                          1,776,650
Consumer Products (0.35%)
   Philip Morris Cos., Inc.                    9,000        399,375

Crude Petroleum & Natural Gas (1.35%)
   Texaco, Inc.                               14,100      1,533,375

Department Stores (0.82%)
   Dillard, Inc., Class A                     26,900        931,412

Drug Stores & Proprietary
Stores (0.97%)
   Rite Aid Corp.                             22,000      1,097,250

Drugs (4.78%)
   Abbott Labs                                 9,600        640,800
   American Home Products Corp.               15,900      1,216,350
   Johnson & Johnson                          12,400        798,250
   Merck & Co., Inc.                          10,700      1,107,450
   Pharmacia & Upjohn, Inc.                   35,300      1,226,675
   Schering-Plough Corp.                       9,000        430,875

                                                          5,420,400
Electric Services (2.97%)
   Central & Southwest                        42,600        905,250
   Dominion Resources, Inc.                   13,600        498,100
   FPL Group, Inc.                            11,600        534,325
   Houston Industries, Inc.                   32,200        690,287
   Potomac Electric Power Co.                 16,400        379,250
   Southern Co.                               16,500        360,938

                                                          3,368,150
Electrical Industrial Apparatus (1.02%)
   Emerson Electric Co.                       20,900      1,150,806

Electronic Distribution
Equipment (0.88%)
   General Electric Co.                       15,200        993,700

Fats & Oils (1.34%)
   Archer Daniels Midland Co.                 64,595      1,517,983

General Industrial Machinery (0.71%)
   BW/IP Holdings, Inc., Class A               6,400        130,000
   Pall Corp.                                 28,900        671,925

                                                            801,925
Grain Mill Products (0.89%)
   Ralston-Ralston Purina Group               12,200      1,002,687

Greeting Cards (0.81%)
   American Greetings Corp.                   24,700        916,988

Grocery Stores (3.47%)
   Albertson's, Inc.                          38,400      1,401,600
   American Stores Co.                        22,600      1,115,875
   Sysco Corp.                                38,600      1,408,900

                                                          3,926,375
Household Furniture (1.12%)
   Masco Corp.                                30,500      1,273,375

Industrial Inorganic Chemicals (0.81%)
   Dow Chemical Co.                            6,600        575,025
   Eastman Chemical Co.                        5,450        346,075

                                                            921,100
Jewelry, Silverware & Plated
Ware (0.23%)
   Jostens, Inc.                               9,700        259,475

Life Insurance (0.73%)
   Lincoln National                           12,900        830,437

Management & Public Relations (1.36%)
   Cognizant Corp.                            20,900        846,450
   Dun & Bradstreet Corp.                     26,600        698,250

                                                          1,544,700
Meat Products (0.74%)
   Tyson Foods, Inc.                          43,600        833,850

Medical Instruments & Supplies (0.99%)
   St. Jude Medical, Inc.                     28,850(a)   1,125,150

Medical Service & Health
Insurance (1.49%)
   AON Corp.                                  13,125        679,219
   Foundation Health Systems, Inc., Class A   32,340(a)     980,306
   Physicians Corp. of America                 5,000(a)      31,875

                                                          1,691,400
Metal Forgings & Stampings (0.54%)
   Newell Co.                                 15,500        614,188

Miscellaneous Business Services (0.20%)
   Safety-Kleen Corp.                         13,600        229,500

Miscellaneous Electrical Equipment
& Supplies (0.79%)
   Motorola, Inc.                             11,800        896,800

Miscellaneous Shopping Goods
Stores (1.22%)
   Toys 'R' Us, Inc.                          39,400(a)   1,379,000

Motor Vehicles, Parts & Supplies (1.04%)
   Grainger (W. W.), Inc.                     15,000      1,172,812

Paper Mills (1.20%)
   Kimberly Clark Corp.                       27,400      1,363,150

Petroleum Refining (3.57%)
   Amoco Corp.                                 6,800        591,175
   Atlantic Richfield Co.                     23,200      1,635,600
   Exxon Corp.                                29,600      1,820,400

                                                          4,047,175
Plastic Materials & Synthetics (0.11%)
   Wellman, Inc.                               7,400        128,575

Sanitary Services (2.36%)
   Browning-Ferris Industries, Inc.           32,900      1,093,925
   Waste Management, Inc.                     49,100      1,577,338

                                                          2,671,263
Soap, Cleaners & Toilet Goods (0.98%)
   Avon Products                              15,700      1,107,831

Telephone Communication (1.78%)
   AT&T Corp.                                 32,700      1,146,544
   MCI Communications Corp.                   22,600        865,156

                                                          2,011,700
Variety Stores (1.87%)
   Dayton-Hudson Corp.                        15,200        808,450
   Wal-Mart Stores, Inc.                      38,700      1,308,544

                                                          2,116,994


                                 Total Common Stocks     64,174,201

Preferred Stocks (1.49%)

Motor Vehicles & Equipment (1.49%)
   Federal-Mogul Corp.
      Series D Convertible                     4,300(b)     417,100
   Ford Motor Co.
      Series A Convertible                    10,000      1,270,000


                              Total Preferred Stocks      1,687,100


                                           Principal
                                            Amount          Value
Bonds (0.77%)

Blast Furnace & Basic Steel
Products (0.19%)
   Quanex Corp. Convertible
      Subordinated Debentures;
       6.88%; 6/30/07                     $  200,000   $    213,500

Engines & Turbines (0.17%)
   Outboard Marine Corp. Convertible
      Subordinated Debentures;
      7.00%; 7/1/02                          200,000        198,500

Petroleum Refining (0.31%)
   Pennzoil Co. Senior Exchangeable
      Debentures; 6.50%; 1/15/03             200,000        350,000

Trucking & Courier Services, Ex.,
Air (0.10%)
   Builders Transport, Inc. Convertible
      Subordinated Debentures;
      6.50%; 5/1/11                          306,000(c)     116,663


                                         Total Bonds        878,663

U.S. Government Treasury Notes & Bonds (36.13%)

   5.13%; 2/28/98                         $2,500,000   $  2,489,845
   5.13%; 11/30/98                         3,000,000      2,966,250
   6.00%; 8/15/99                          1,100,000      1,097,250
   6.38%; 1/15/00                          1,900,000      1,910,094
   5.50%; 4/15/00                          3,500,000      3,437,658
   6.13%; 9/30/00                          3,500,000      3,483,595
   6.25%; 4/30/01                          4,000,000      3,990,000
   6.38%; 9/30/01                          2,000,000      2,000,626
   6.38%; 8/15/02                          3,000,000      2,998,125
   6.25%; 2/15/03                          3,000,000      2,976,564
   5.75%; 8/15/03                          4,800,000      4,635,000
   7.25%; 8/15/04                          1,500,000      1,563,750
   7.50%; 2/15/05                            800,000        846,500
   5.63%; 2/15/06                          3,600,000      3,380,627
   7.25%; 5/15/16                          1,000,000      1,042,813
   7.50%; 11/15/16                         1,000,000      1,068,750
   7.25%; 8/15/22                          1,000,000      1,043,438


   Total U. S. Government Treasury Notes & Bonds         40,930,885

Commercial Paper (4.20%)

Personal Credit Institutions (4.20%)
   Investment in Joint Trade Account;
      Associates Corp.;
      6.25%; 7/1/97                        4,756,669      4,756,669


                Total Portfolio Investments (99.24%)    112,427,518

Cash and receivables, net of liabilities (0.76%)            860,560


                          Total Net Assets (100.00%)   $113,288,078

(a)  Non-income  producing  security - No  dividend  paid during the past
     twelve months.
(b)  Restricted Security - See Note 4 to the financial statements.
(c)  Non-income producing security - Security in default.

PRINCIPAL BOND FUND, INC.


                                           Principal
                                            Amount          Value
Bonds (94.92%)

Air Transportation, Scheduled (1.38%)
   Federal Express Corp.,
      Pass-Through Cert.;
      7.96%; 3/28/17                      $  500,000    $   509,265
      7.58%; 7/2/19                          500,000        484,455

                                                            993,720
Aircraft & Parts (0.45%)
   Textron, Inc. Medium-Term Notes,
      Series C; 9.55%; 3/19/01               300,000        326,524

Auto & Home Supply Stores (0.83%)
   Pep Boys-Manny, Moe & Jack Notes;
      7.00%; 6/1/05                          600,000        596,289

Bakery Products (1.30%)
   Nabisco, Inc. Notes;
      7.05%; 7/15/07                         950,000        931,507

Beverages (2.38%)
   Joseph E. Seagram & Sons
      Guaranteed Debentures;
      8.88%; 9/15/11                       1,500,000      1,709,430

Broadwoven Fabric Mills,
Cotton (2.05%)
   Burlington Industries, Inc. Notes;
      7.25%; 9/15/05                       1,500,000      1,469,439

Cable & Other Pay TV
Services (1.41%)
   TCI Communications, Inc. Senior
      Notes; 8.00%; 8/1/05                 1,000,000      1,016,296

Combination Utility Services (0.37%)
   Public Service Electric & Gas
      Medium-Term Notes;
       8.16%; 5/26/09                        250,000        267,922

Computer & Office Equipment (2.80%)
   Seagate Technology, Inc.
      Senior Notes;
       7.37%; 3/1/07                       2,000,000      2,014,682

Consumer Products (1.11%)
   Philip Morris Cos. Notes;
      6.80%; 12/1/03                         500,000        491,617
   RJR Nabisco Capital Corp. Senior
      Notes; 8.75%; 4/15/04                  300,000        306,375

                                                            797,992
Copper Ores (0.43%)
   Asarco, Inc. Notes; 7.38%; 2/1/03         300,000        305,980

Crude Petroleum & Natural Gas (1.10%)
   Occidental Petroleum Corp.
      Medium-Term Notes;
      9.73%; 6/15/01                         250,000        274,540
   Union Oil of California
      Medium-Term Notes;
      7.77%; 4/19/05                         500,000        518,362

                                                            792,902
Deep Sea Foreign Transportation of
Freight (1.36%)
   American President Cos., Ltd.
      Senior Notes; 7.13%; 11/15/03        1,000,000        976,233

Department Stores (3.26%)
   Harcourt General, Inc. Subordinated
      Notes; 9.50%; 3/15/00                  350,000        372,753
   J. C. Penney Co., Inc. Medium-
      Term Notes, Series A;
      6.88%; 10/15/15                      1,500,000      1,382,101
   Sears Roebuck Co. Medium-Term
      Notes; 9.05%; 2/6/12                   500,000        584,339

                                                          2,339,193
Drug Stores & Proprietary
Stores (1.89%)
   Rite Aid Corp. Senior Debentures;
      6.88%; 8/15/13                       1,500,000      1,359,607

Eating & Drinking Places (2.15%)
   Marriott International, Inc.
      Notes; 6.75%; 12/15/03                 200,000        196,802
      Senior Notes; 7.88%; 4/15/05         1,300,000      1,347,573

                                                          1,544,375
Electric Services (1.89%)
   Cleveland Electric Illuminating Co.
      First Mortgage Bonds;
      8.75%; 11/15/05                        400,000        404,584
   Southern California Edison Co.
      Notes; 6.38%; 1/15/06                1,000,000        954,700

                                                          1,359,284
Engines & Turbines (1.33%)
   Brunswick Corp. Debentures;
      7.38%; 9/1/23                        1,000,000        954,353

Fabricated Rubber Products,
NEC (0.39%)
   M. A. Hanna Co. Senior Notes;
      9.38%; 9/15/03                         250,000        277,063

Farm & Garden Machinery (1.96%)
   Case Corp. Notes; 7.25%; 1/15/16        1,500,000      1,410,456

Gas Production & Distribution (1.65%)
   Enron Corp. Notes;
      7.13%; 5/15/07                         750,000        751,553
   Transco Energy Co. Notes;
      9.38%; 8/15/01                         400,000        435,292

                                                          1,186,845
General Government, NEC (1.45%)
   Ontario Hydro Debentures;
      7.45%; 3/31/13                         500,000        510,865
   Province of Saskatchewan, Canada
      Global Notes; 8.00%; 2/1/13            500,000        532,445

                                                          1,043,310
Gold & Silver Ores (1.03%)
   Placer Dome, Inc. Notes;
      7.13%; 6/15/07                         750,000        737,158

Grain Mill Products (1.40%)
   Ralston Purina Co. Debentures;
      7.75%; 10/1/15                       1,000,000      1,007,847

Groceries & Related Products (1.99%)
   Supervalu, Inc. Medium-Term Notes,
      Series B; 6.49%; 12/12/05            1,500,000      1,430,448

Grocery Stores (1.43%)
   Food Lion, Inc. Notes;
      7.55%; 4/15/07                       1,000,000      1,025,108

Highway & Street Construction (2.57%)
   Foster Wheeler Corp. Notes;
       6.75%; 11/15/05                     1,900,000      1,846,811

Hospitals (0.77%)
   Columbia/HCA Healthcare Corp.
      Medium-Term Notes;
      8.70%; 2/10/10                         500,000        550,214

Hotels & Motels (2.13%)
   Hilton Hotels Corp. Notes;
      7.70%; 7/15/02                       1,500,000      1,526,481

Household Appliances (0.77%)
   Maytag Corp. Medium-Term Notes;
      8.62%; 11/15/07                        500,000        550,332

Household Furniture (0.68%)
   Masco Corp. Debentures;
      7.13%; 8/15/13                         500,000        486,560

Industrial Inorganic Chemicals (3.16%)
   FMC Corp.
      Debentures; 7.75%; 7/1/11            1,500,000      1,553,754
      Senior Notes; 6.38%; 9/1/03            200,000        194,695
   Grace (W.R.) & Co. Guaranteed
      Notes; 8.00%; 8/15/04                  500,000        523,950

                                                          2,272,399
Life Insurance (1.33%)
   John Hancock Mutual Life Insurance Co.
      Surplus Notes; 7.38%; 2/15/24        1,000,000(a)     952,495

Lumber & Construction
Materials (2.29%)
   Crane Co. Notes; 8.50%; 3/15/04         1,524,000      1,642,581

Machinery, Equipment &
Supplies (1.02%)
   AAR Corp. Notes; 7.25%; 10/15/03          750,000        732,981

Millwork, Plywood & Structural
Members (1.54%)
   Georgia-Pacific Corp.
      Debentures; 9.50%; 12/1/11             100,000        118,060
      Senior Debentures; 7.70%; 6/15/15    1,000,000        988,501

                                                          1,106,561
Miscellaneous Amusement, Recreation
Services (1.98%)
   Circus Circus Enterprises Senior Notes;
      6.45%; 2/1/06                        1,500,000      1,418,856

Miscellaneous Chemical
Products (0.55%)
   Ferro Corp. Senior Debentures;
      7.63%; 5/1/13                          400,000        396,990

Miscellaneous Investing (2.44%)
   Washington Real Estate Investment
      Trust Senior Notes;
      7.25%; 8/13/06                       1,000,000        997,947
   Weingarten Realty Investors
      Medium-Term Notes;
      7.29%; 5/23/05                         750,000        757,543

                                                          1,755,490
Miscellaneous Metal Ores (1.61%)
   Amax, Inc. Notes; 9.88%; 6/13/01          100,000        109,915
   Cyprus Amax Minerals Notes;
      7.38%; 5/15/07                         650,000        654,540
   Cyprus Minerals Co. Notes;
      10.13%; 4/1/02                         350,000        393,984

                                                          1,158,439
Motion Picture Production &
Services (0.50%)
   Columbia Pictures Entertainment, Inc.
      Senior Subordinated Notes;
      9.88%; 2/1/98                          350,000        357,490

Motor Vehicles & Equipment (1.15%)
   TRW, Inc. Medium-Term Notes;
      9.25%; 12/30/11                        700,000        823,317

Newpapers (2.23%)
   News America Holdings, Inc.
      Guaranteed Senior Notes;
      8.50%; 2/15/05                       1,500,000      1,599,129

Oil & Gas Field Services (2.82%)
   Petroleum Geo-Services ASA
      Notes; 7.50%; 3/31/07                2,000,000      2,023,044

Operative Builders (2.15%)
   Pulte Corp. Senior Notes;
      8.38%; 8/15/04                       1,000,000      1,050,536
      7.30%; 10/24/05                        500,000        492,583

                                                          1,543,119
Paper Mills (2.71%)
   Bowater, Inc. Debentures;
      9.38%; 12/15/21                        200,000        235,073
   Champion International Corp. Notes;
      9.88%; 6/1/00                          250,000        271,106
      7.10%; 9/1/05                          875,000        876,035
   Potlatch Corp. Medium-Term Notes;
      8.75%; 1/14/22                         500,000        563,155

                                                          1,945,369
Personal Credit Institutions (1.42%)
   General Motors Acceptance Corp.
      Medium-Term Notes;
      8.25%; 2/24/04                         500,000        533,056
      Notes; 6.63%; 10/15/05                 500,000        483,703

                                                          1,016,759
Petroleum Refining (3.90%)
   Ashland Oil, Inc. Medium-Term Notes;
      7.71%; 5/11/07                         500,000        517,125
      7.73%; 7/15/13                         250,000        254,112
      Series F; 8.54%; 1/13/05               250,000        270,928
   Pennzoil Co. Debentures;
      10.13%; 11/15/09                       325,000        397,427
   Phillips Petroleum Co. Notes;
      9.38%; 2/15/11                         500,000        595,241
   Sun Co., Inc.
      Debentures; 9.00%; 11/1/24             500,000        562,308
      Notes; 7.13%; 3/15/04                  200,000        200,445

                                                          2,797,586
Plastic Materials & Synthetics (2.70%)
   Geon Co. Notes;
      6.88%; 12/15/05                      2,000,000      1,937,094

Primary Nonferrous Metals (0.93%)
   Reynolds Metals Co.
      Medium-Term Notes;
      8.34%; 5/22/07                         500,000        538,030
      7.65%; 2/4/08                          125,000        128,476

                                                            666,506
Pulp Mills (0.30%)
   International Paper Co. Medium-Term
      Notes; 9.70%; 8/15/00                  200,000        216,817

Railroads (1.33%)
   Union Pacific Corp. Notes;
      6.40%; 2/1/06                        1,000,000        955,604

Refrigeration & Service
Machinery (0.52%)
   Westinghouse Electric Corp.
      Debentures; 8.63%; 8/1/12              350,000        370,629

Rental of Railroad Cars (1.45%)
   Gatx Capital Corp. Medium-Term
      Notes, Series C; 6.86%; 10/13/05     1,000,000        978,639
   Signal Capital Corp. Equipment Trust
      Cert.; 9.95%; 2/1/06                    64,000         66,044

                                                          1,044,683
Sanitary Services (1.51%)
   Laidlaw, Inc. Senior Notes;
      7.88%; 4/15/05                       1,045,000      1,084,410

Sawmills & Planning Mills (1.10%)
   MacMillan Bloedel Delaware
      Guaranteed Notes; 8.50%; 1/15/04       750,000        789,240

Security Brokers & Dealers (2.77%)
   Lehman Brothers, Inc.
      Senior Subordinated Notes;
      7.38%; 1/15/07                       2,000,000      1,989,016

Telephone Communication (3.48%)
   Sprint Corp. Notes; 8.13%; 7/15/02        500,000        526,706
   U.S. West Capital Funding, Inc.
      Medium-Term Notes;
       6.83%; 11/15/07                     1,000,000        970,544
      Notes; 7.30%; 1/15/07                1,000,000      1,001,596

                                                          2,498,846
Variety Stores (0.32%)
   Dayton-Hudson Corp. Debentures;
      9.63%; 2/1/08                          150,000        175,903
   Dayton-Hudson Corp. Sinking Fund
      Debentures; 9.50%; 10/15/16             55,000         55,909

                                                            231,812


                                         Total Bonds     68,161,623

Commercial Paper (3.07%)

Personal Credit Institutions (3.07%)
   Investment in Joint Trade Account;
      Associates Corp.;
      6.25%; 7/1/97                        2,208,864      2,208,864


                Total Portfolio Investments (97.99%)     70,370,487

Cash, receivables and other assets,
   net of liabilities (2.01%)                             1,441,278


                          Total Net Assets (100.00%)    $71,811,765

(a)   Restricted Security - See Note 4 to the financial statements.

PRINCIPAL CAPITAL ACCUMULATION
FUND, INC.


                                            Shares
                                             Held           Value
Common Stocks (96.76%)

Beverages (3.28%)
   Anheuser Busch Cos., Inc.                 135,000   $  5,661,563
   Pepsico, Inc.                              49,000      1,840,562
   Universal Foods Corp.                      17,200        655,750

                                                          8,157,875
Combination Utility Services (1.51%)
   Cinergy Corp.                              58,200      2,026,088
   Montana Power Co.                          75,000      1,739,062

                                                          3,765,150
Commercial Banks (14.88%)
   Banc One Corp.                            123,940      6,003,344
   BankBoston Corp.                           38,300      2,759,994
   Comerica, Inc.                             95,000      6,460,000
   Corestates Financial Corp.                111,000      5,966,250
   First of America Bank Corp.                43,050      1,969,537
   KeyCorp                                   103,000      5,755,125
   NationsBank Corp.                          36,800      2,373,600
   Summit Bancorp.                           115,000      5,764,375

                                                         37,052,225
Commercial Printing (1.47%)
   R. R. Donnelley & Sons Co.                100,000      3,662,500

Communications Equipment (1.54%)
   Allen Telecom, Inc.                        16,000(a)     332,000
   DSC Communications Corp.                   52,800(a)   1,174,800
   General Instrument Corp.                   92,800(a)   2,320,000

                                                          3,826,800
Computer & Office Equipment (2.27%)
   Hewlett-Packard Co.                        33,400      1,870,400
   International Business
      Machines Corp.                          42,000      3,787,875

                                                          5,658,275
Crude Petroleum & Natural Gas (1.72%)
   Texaco, Inc.                               39,400      4,284,750

Drug Stores & Proprietary
Stores (1.16%)
   Rite Aid Corp.                             58,000      2,892,750

Drugs (6.70%)
   Abbott Labs                                48,000      3,204,000
   American Home Products Corp.               45,000      3,442,500
   Merck & Co., Inc.                          37,000      3,829,500
   Pharmacia & Upjohn, Inc.                  179,000      6,220,250

                                                         16,696,250
Electric Services (3.77%)
   Dominion Resources, Inc.                   44,400      1,626,150
   FPL Group, Inc.                            38,500      1,773,406
   Houston Industries, Inc.                  231,000      4,952,063
   Potomac Electric Power Co.                 45,000      1,040,625

                                                          9,392,244
Electrical Industrial Apparatus (1.20%)
   Emerson Electric Co.                       54,180      2,983,286

Electronic Distribution
Equipment (1.31%)
   General Electric Co.                       50,000      3,268,750

Farm & Garden Machinery (2.39%)
   Tenneco, Inc.                             131,600      5,946,675

Fats & Oils (1.75%)
   Archer Daniels Midland Co.                185,010      4,347,735

General Industrial Machinery (1.68%)
   Pall Corp.                                180,100      4,187,325

Grain Mill Products (0.94%)
   Ralston-Ralston Purina Group               28,600      2,350,562

Greeting Cards (2.67%)
   American Greetings Corp.                  179,000      6,645,375

Grocery Stores (3.01%)
   Albertson's, Inc.                          40,600      1,481,900
   American Stores Co.                        60,000      2,962,500
   Sysco Corp.                                83,400      3,044,100

                                                          7,488,500
Household Furniture (2.49%)
   Masco Corp.                               148,200      6,187,350

Industrial Inorganic
Chemicals (1.15%)
   Dow Chemical Co.                           22,000      1,916,750
   Eastman Chemical Co.                       14,900        946,150

                                                          2,862,900
Industrial Organic Chemicals (0.56%)
   Ethyl Corp.                               150,000      1,387,500

Jewelry, Silverware & Plated
Ware (0.34%)
   Jostens, Inc.                              31,700        847,975

Life Insurance (2.45%)
   American General Corp.                    128,000      6,112,000

Management & Public
Relations (2.94%)
   Cognizant Corp.                            44,900      1,818,450
   Dun & Bradstreet Corp.                    209,900      5,509,875

                                                          7,328,325
Meat Products (1.01%)
   Tyson Foods, Inc.                         132,000      2,524,500

Medical Instruments &
Supplies (0.83%)
   St. Jude Medical, Inc.                     53,100(a)   2,070,900

Medical Service & Health
Insurance (1.56%)
   AON Corp.                                  46,575      2,410,256
   Foundation Health Systems, Inc.,
      Class A                                 48,620(a)   1,473,794

                                                          3,884,050
Metal Forgings & Stampings (1.02%)
   Newell Co.                                 64,000      2,536,000

Miscellaneous Electrical Equipment &
Supplies (0.96%)
   Motorola, Inc.                             31,400      2,386,400

Miscellaneous Shopping Goods
Stores (1.53%)
   Toys 'R' Us, Inc.                         108,700(a)   3,804,500

Motor Vehicles, Parts &
Supplies (1.14%)
   Grainger (W. W.), Inc.                     36,400      2,846,025

Newspapers (0.81%)
   Dow Jones & Co., Inc.                      50,000      2,009,375

Paper Mills (1.25%)
   Kimberly Clark Corp.                       62,800      3,124,300

Petroleum Refining (4.98%)
   Atlantic Richfield Co.                     80,000      5,640,000
   Chevron Corp.                              30,000      2,218,125
   Exxon Corp.                                74,000      4,551,000

                                                         12,409,125
Photographic Equipment &
Supplies (2.31%)
   Eastman Kodak Co.                          75,000      5,756,250

Rental of Railroad Cars (2.55%)
   GATX Corp.                                110,000      6,352,500

Sanitary Services (3.75%)
   Browning-Ferris Industries, Inc.          173,900      5,782,175
   Waste Management, Inc.                    110,600      3,553,025

                                                          9,335,200
Soap, Cleaners, & Toilet Goods (1.60%)
   Avon Products                              56,600      3,993,838

Telephone Communication (5.27%)
   AT&T Corp.                                 52,000      1,823,250
   Southern New England Telecom              125,000      4,859,375
   US West Communications Group              171,000      6,444,562

                                                         13,127,187
Variety Stores (3.01%)
   Dayton-Hudson Corp.                        61,000      3,244,438
   Wal-Mart Stores, Inc.                     126,000      4,260,375

                                                          7,504,813


                                 Total Common Stocks    240,998,040


                                           Principal
                                            Amount          Value
Commercial Paper (1.45%)

Personal Credit Institutions (1.45%)
   Investment in Joint Trade Account;
      Associates Corp.; 6.25%; 7/1/97     $3,618,353   $  3,618,353


                Total Portfolio Investments (98.21%)    244,616,393

Cash and receivables, net of liabilities (1.79%)          4,460,712


                          Total Net Assets (100.00%)   $249,077,105

(a)  Non-income  producing  security - No  dividend  paid during the past 
     twelve months.


PRINCIPAL EMERGING GROWTH FUND, INC.


                                            Shares
                                             Held           Value
Common Stocks (86.05%)

Blast Furnace & Basic Steel
Products (0.70%)
   Lukens, Inc.                               67,300  $   1,266,081

Carpets & Rugs (0.59%)
   Shaw Industries, Inc.                      99,300      1,055,063

Chemicals & Allied Products (0.39%)
   Sigma-Aldrich Corp.                        20,000        701,250

Commercial Banks (7.34%)
   First Commerce Corp.                       17,600        774,400
   First Federal Capital Corp.                60,997      1,494,426
   Independent Bank Corp. Michigan            39,690      1,136,126
   Mercantile Bancorp., Inc.                  20,960      1,273,320
   Merchants Bancorp., Inc.                   21,500        822,375
   National City Corp.                        20,100      1,055,250
   NationsBank Corp.                           7,960        513,420
   North Fork Bancorp., Inc.                 118,080      2,523,960
   Peoples Heritage Financial
      Group, Inc.                             48,000      1,818,000
   Princeton National Bancorp., Inc.          36,000        666,000
   Summit Bancorp.                            22,900      1,147,863

                                                         13,225,140
Commercial Printing (0.45%)
   Merrill Corp.                              22,300        811,163

Computer & Data Processing
Services (10.25%)
   American Management Systems, Inc.          50,000(a)   1,337,500
   Bitstream                                 102,000(a)     280,500
   Cadence Design Systems, Inc.               80,000(a)   2,680,000
   Cerner Corp.                              116,200(a)   2,440,200
   HBO & Co.                                  35,500      2,445,062
   Microsoft Corp.                            29,600(a)   3,740,700
   National Processing, Inc.                  21,300(a)     218,325
   Sunquest Information Systems, Inc.         97,300(a)   1,459,500
   Synopsys, Inc.                            105,000(a)   3,858,750

                                                         18,460,537
Computer & Office Equipment (4.24%)
   Ascend Communications                      70,000(a)   2,756,250
   EMC Corp.                                  81,700(a)   3,186,300
   Optika Imaging Systems                     75,000(a)     375,000
   Seagate Technology                          4,000(a)     140,750
   Systemsoft Corp.                          110,000(a)   1,182,500

                                                          7,640,800
Construction & Related
Machinery (2.85%)
   EVI, Inc.                                 122,000(a)   5,124,000

Crude Petroleum & Natural
Gas (1.22%)
   Devon Energy Corp.                         60,000      2,205,000

Dairy Products (0.40%)
   Dreyer's Grand Ice Cream, Inc.             18,200        718,900

Drugs (1.89%)
   Alliance Pharmaceutical Corp.              30,000(a)     301,875
   Forest Laboratories, Inc.                  17,400(a)     721,013
   Genzyme Corp. - General Division            7,182(a)     199,300
   Merck & Co., Inc.                          10,000      1,035,000
   Pharmacia & Upjohn, Inc.                   32,400      1,125,900
   Seragen, Inc.                              20,000(a)      20,000

                                                          3,403,088
Electronic Components &
Accessories (6.40%)
   Intel Corp.                                37,900      5,374,694
   Linear Technology Corp.                    46,800      2,421,900
   Solectron Corp.                            53,100(a)   3,720,319

                                                         11,516,913
Engineering & Architectural
Services (0.96%)
   Paychex, Inc.                              45,600      1,732,800

Family Clothing Stores (0.05%)
   Gadzooks, Inc.                              5,000(a)      97,500

Finance Services (1.39%)
   First Financial Corp.                      85,250      2,504,219

Fire, Marine, & Casualty
Insurance (1.59%)
   Berkley W.R. Corp.                         48,500      2,855,437

Footwear, Except Rubber (0.61%)
   Nine West Group, Inc.                      28,900(a)   1,103,619

General Industrial Machinery (4.37%)
   Flow International Corp.                  101,500(a)     989,625
   Kaydon Corp.                               45,600      2,262,900
   Pentair, Inc.                              54,600      1,794,975
   Roper Industries, Inc.                     54,500      2,827,188

                                                          7,874,688
Grocery Stores (0.77%)
   Casey's General Stores, Inc.               64,500      1,388,766

Holding Offices (0.76%)
   ISB Financial Corp.                        52,400      1,362,400

Hose, Belting, Gaskets &
Packing (1.09%)
   Mark IV Industries                         81,818      1,963,632

Hospitals (1.87%)
   Humana, Inc.                               62,300(a)   1,440,687
   Universal Health Services, Inc.,
      Class B                                 50,000(a)   1,925,000

                                                          3,365,687
Household Appliances (1.02%)
   Maytag Corp.                               70,000      1,828,750

Industrial Machinery, NEC (1.08%)
   Coltec Industries                         100,000(a)   1,950,000

Insurance Agents, Brokers &
Services (1.23%)
   Equifax, Inc.                              59,400      2,208,937

Investment Offices (1.21%)
   AMVESCAP PLC Sponsored ADS                 37,560      2,187,870

Iron & Steel Foundries (0.28%)
   Atchison Casting Corp.                     30,000(a)     498,750

Laundry, Cleaning & Garment
Services (0.77%)
   G & K Services, Inc., Class A              37,225      1,386,631

Measuring & Controlling
Devices (1.57%)
   ISCO, Inc.                                 22,513        196,984
   Millipore Corp.                            49,100      2,160,400
   Photon Dynamics                            73,600(a)     478,400

                                                          2,835,784
Meat Products (0.98%)
   Michael Foods, Inc.                        95,200      1,761,200

Medical Instruments & Supplies (3.20%)
   Boston Scientific Corp.                    35,200(a)   2,162,600
   Nellcor Puritan Bennett                    84,000(a)   1,522,500
   Steris Corp.                               55,700(a)   2,081,787

                                                          5,766,887
Medical Service & Health
Insurance (5.07%)
   Alternative Living Services                93,700(a)   2,102,394
   Foundation Health Systems, Inc.,
      Class A                                104,850(a)   3,178,266
   Orthofix International NV                  77,600(a)     805,100
   Pacificare Health Systems, Inc., Class A      190(a)      11,507
   Pacificare Health Systems, Inc., Class B   20,598(a)   1,315,697
   Patient InfoSystems, Inc.                  59,000(a)     265,500
   United Healthcare Corp.                    27,900      1,450,800

                                                          9,129,264
Metal Services, NEC (1.56%)
   BMC Industries, Inc.                       81,900      2,805,075

Miscellaneous Apparel &
Accessories (0.63%)
   Designer Holdings, Ltd.                   112,000(a)   1,141,000

Miscellaneous Chemical
Products (1.70%)
   Cytec Industries                           48,200(a)   1,801,475
   H. B. Fuller Co.                           23,000      1,265,000

                                                          3,066,475
Mortgage Bankers & Brokers (1.19%)
   Money Store, Inc.                          75,000      2,151,562

Non-Store Retailers (1.19%)
   U.S. Office Products Co.                   70,000(a)   2,139,375

Office Furniture (0.98%)
   Chromcraft Revington, Inc.                 36,200(a)   1,036,225
   Kimball International, Inc., Class B       18,200        732,550

                                                          1,768,775
Oil & Gas Field Services (1.59%)
   Diamond Offshore Drilling                  36,700(a)   2,867,188

Operative Builders (1.12%)
   D. R. Horton, Inc.                        151,200      1,568,700
   Pulte Corp.                                12,621        436,213

                                                          2,004,913
Paints & Allied Products (0.73%)
   RPM, Inc.                                  71,700      1,317,488

Plastic Materials & Synthetics (0.70%)
   A. Schulman, Inc.                          51,000      1,255,875

Plumbing, Heating,
Air-Conditioning (1.40%)
   Apogee Enterprises, Inc.                  114,000      2,451,000
   Metalclad Corp.                            45,600(a)      69,825

                                                          2,520,825
Refrigeration & Service
Machinery (0.48%)
   Tecumseh Products Co., Class A             14,400        862,200

Sanitary Services (0.99%)
   Browning-Ferris Industries, Inc.           46,600      1,549,450
   USA Waste Services, Inc.                    5,847(a)     225,840

                                                          1,775,290
Savings Institutions (0.52%)
   Sterling Financial Corp.                   49,900(a)     929,388

Screw Machine Products, Bolts,
Etc. (0.90%)
   TriMas Corp.                               57,500      1,617,187

Security Brokers & Dealers (0.84%)
   Jefferies Group, Inc.                      26,400      1,504,800

Telephone Communication (1.53%)
   McLeod, Inc.                               81,500(a)   2,750,625

Toys & Sporting Goods (0.97%)
   Mattel, Inc.                               51,700      1,751,338

Trucking & Courier Services, Ex.
Air (0.44%)
   J. B. Hunt Transport Services, Inc.        53,500        795,812


                                 Total Common Stocks    154,955,947

Preferred Stock (0.15%)

Medical Service & Health
Insurance (0.15%)
   Pacificare Health Systems, Inc.
      Series A Convertible                    10,000        268,750


                                           Principal
                                            Amount          Value
Bonds (1.12%)

Computer & Data Processing
Services (0.20%)
   Sierra On Line Convertible
       Subordinated Debentures;
       6.50%; 4/1/01                      $  110,000(b) $   368,638

Industrial Inorganic Chemicals (0.30%)
   Ciba-Geigy Corp. Exchangeable
      Subordinated Debentures;
      6.25%; 3/15/16                         150,000(b)     150,187
   ICN Pharmaceuticals, Inc. Convertible
      Subordinated Debentures;
      8.50%; 11/15/99                        300,000        388,500

                                                            538,687
Management & Public Relations (0.56%)
   Complete Management, Inc. Convertible
      Debentures; 8.00%; 12/15/03          1,000,000        995,000

Sanitary Services (0.06%)
   Enclean, Inc. Convertible Subordinated
      Debentures; 7.50%; 8/1/01              100,000        102,426


                                         Total Bonds      2,004,751

Commercial Paper (12.58%)

Business Credit Institutions (3.10%)
   American Express Credit Corp.;
      5.55%; 7/16/97                         400,000        399,075
      5.54%; 7/21/97                       5,200,000      5,183,996

                                                          5,583,071
Personal Credit Institutions (8.60%)
   Investment in Joint Trade Account;
      Associates Corp.; 6.25%; 7/1/97      8,959,254      8,959,254
   Ford Motor Credit Co.;
      5.47%; 7/2/97                        4,325,000      4,324,343
      5.45%; 7/7/97                          975,000        974,114
      5.54%; 7/28/97                       1,225,000      1,219,910
                                                         15,477,621
Security Brokers & Dealers (0.88%)
   Merrill Lynch & Co., Inc.;
      5.57%; 7/14/97                       1,600,000      1,596,782


                              Total Commercial Paper     22,657,474


                Total Portfolio Investments (99.90%)    179,886,922

Cash and receivables, net of liabilities (0.10%)            184,892


                          Total Net Assets (100.00%)   $180,071,814

(a)  Non-income  producing  security - No  dividend  paid during the past
     twelve months.
(b)  Restricted Security - See Note 4 to the financial statements.

PRINCIPAL GOVERNMENT SECURITIES
FUND, INC.


          Description of Issue             Principal

     Type        Rate        Maturity       Amount         Value
Government National Mortgage Association (GNMA)
Certificates (32.10%)

GNMA I          6.50%   5/15/26           $   988,983   $   946,892
GNMA I          7.00    1/15/24-2/15/27     1,835,482     1,807,245
GNMA I          7.50    1/15/27               988,383       995,905
GNMA I          8.00    10/15/16-6/15/17    1,357,455     1,409,495
GNMA II         6.00    5/20/24-3/20/27    19,833,224    18,342,727
GNMA II         6.50    12/20/25-2/20/26    3,848,516     3,670,885


                             Total GNMA Certificates     27,173,149

Federal National Mortgage Association (FNMA)
Certificates (19.51%)

FNMA            5.50    5/1/24              1,166,590     1,043,363
FNMA            6.00    11/1/23-3/1/26      3,924,532     3,656,724
FNMA            6.50    11/1/23-6/1/26      7,393,495     7,094,031
FNMA            7.00    8/1/23-2/1/27       2,738,226     2,688,031
FNMA            7.50    4/1/22              1,021,754     1,030,919
FNMA            7.50    TBA*                1,000,000     1,002,720


                             Total FNMA Certificates     16,515,788

Federal Home Loan Mortgage Corporation (FHLMC) Certificates (15.23%)

FHLMC           5.50    2/1/24-3/1/24     $ 1,392,860   $ 1,269,262
FHLMC           6.00    12/1/23-1/1/26      2,776,930     2,591,983
FHLMC           6.50    4/1/24-5/1/26       5,172,481     4,970,007
FHLMC           7.00    9/1/23-1/1/24       2,497,922     2,466,473
FHLMC           7.50    2/1/22-6/1/24       1,583,695     1,599,496


                            Total FHLMC Certificates     12,897,221


                                           Principal
                                            Amount          Value
Student Loan Marketing Association (SLMA)
Certificates (16.24%)

Student Loan Marketing Association
   Debentures;
   7.30%; 8/1/12                          $10,000,000   $10,318,450
   8.47%; 12/1/08                           1,000,000     1,127,978
   9.15%; 12/1/04                           1,200,000     1,364,346
   Notes; 6.13%; 12/1/05                      560,000       535,754
   Notes; 9.25%; 6/1/04                       350,000       397,706


                             Total SLMA Certificates     13,744,234

Private Export Funding Corporation (PEFCO)
Certificates (15.56%)

Private Export Funding Corp.
   Secured Notes;
   6.62%; 10/1/05                           2,000,000     1,975,240
   9.45%; 12/31/99                          4,500,000     4,824,810
   Series SS, Senior Secured Notes;
   5.50%; 3/15/01                           3,325,000     3,219,331
   5.80%; 2/1/04                            2,200,000     2,136,090
   7.03%; 10/31/03                          1,000,000     1,019,090


                            Total PEFCO Certificates     13,174,561


                Total Portfolio Investments (98.64%)     83,504,953

Cash and receivables, not of liabilities (1.36%)          1,151,155


                          Total Net Assets (100.00%)    $84,656,108

*  Securities purchased on a to-be-announced basis.


PRINCIPAL GROWTH FUND, INC.


                                            Shares
                                             Held           Value
Common Stocks (82.78%)

Advertising (1.17%)
   Interpublic Group of Cos., Inc.            25,300  $   1,551,206

Beverages (1.64%)
   Coca-Cola Co.                               8,800        594,000
   Pepsico, Inc.                              42,100      1,581,381

                                                          2,175,381
Blast Furnace & Basic Steel
Products (0.48%)
   Lukens, Inc.                               33,600        632,100

Carpets & Rugs (0.44%)
   Shaw Industries, Inc.                      54,800        582,250

Cash Grains (1.66%)
   Pioneer Hi-Bred International              27,400      2,192,000

Commercial Banks (5.50%)
   Banc One Corp.                             16,500        799,219
   BankBoston Corp.                           11,000        792,687
   Barnett Banks Inc.                         10,000        525,000
   CoreStates Financial Corp.                 12,300        661,125
   First of America Bank Corp.                17,550        802,913
   Firstar Corp.                              30,000        915,000
   FirstMerit Corp.                           14,600        700,800
   NationsBank Corp.                          24,402      1,573,929
   Princeton National Bancorp., Inc.          27,300        505,050

                                                          7,275,723
Communications Equipment (3.91%)
   General Instrument Corp.                   75,800(a)   1,895,000
   Northern Telecom Ltd.                      18,700      1,701,700
   Octel Communications Corp.                 67,200(a)   1,575,000

                                                          5,171,700
Computer & Data Processing
Services (2.87%)
   GTECH Holdings Corp.                       47,800(a)   1,541,550
   Microsoft Corp.                            17,800(a)   2,249,475

                                                          3,791,025
Computer & Office Equipment (4.16%)
   Automatic Data Processing, Inc.            20,000        940,000
   Ceridian Corp.                             37,400(a)   1,580,150
   Digital Equipment Corp.                    30,800(a)   1,091,475
   Hewlett-Packard Co.                        27,500      1,540,000
   Pitney Bowes, Inc.                          5,000        347,500

                                                          5,499,125
Department Stores (0.46%)
   May Department Stores                      12,800        604,800

Drugs (8.40%)
   Alliance Pharmaceutical Corp.              10,000(a)     100,625
   Bristol-Myers Squibb Co.                   20,000      1,620,000
   Forest Laboratories, Inc.                  32,600(a)   1,350,863
   Genzyme Corp. - General Division            9,500(a)     263,625
   Johnson & Johnson                          20,000      1,287,500
   Lilly (Eli) & Co.                          20,000      2,186,250
   Merck & Co., Inc.                          14,600      1,511,100
   Pharmacia & Upjohn, Inc.                   27,500        955,625
   Smithkline Beecham PLC ADR                 20,000      1,832,500

                                                         11,108,088
Eating & Drinking Places (1.42%)
   Marriott International, Inc.               25,000      1,534,375
   McDonald's Corp.                            7,000        338,187

                                                          1,872,562
Electrical Goods (0.54%)
   Avnet, Inc.                                12,500        718,750

Electronic Components &
Accessories (3.33%)
   Intel Corp.                                17,300      2,453,356
   Linear Technology Corp.                    37,800      1,956,150

                                                          4,409,506
Electronic Distribution
Equipment (0.49%)
   General Electric Co.                       10,000        653,750

Federal & Federally Sponsored
Credit (0.36%)
   Federal National Mortgage Association      11,000        479,875

Footwear, Except Rubber (1.65%)
   Stride Rite Corp.                         169,300      2,179,738

General Industrial Machinery (2.77%)
   Ingersoll-Rand Co.                         20,400      1,259,700
   Tyco International Ltd.                    34,500      2,399,906

                                                          3,659,606
Grain Mill Products (1.03%)
   General Mills, Inc.                         2,445        159,231
   Ralston-Ralston Purina Group               14,600      1,199,937

                                                          1,359,168
Grocery Stores (0.35%)
   Casey's General Stores, Inc.               21,200        456,463

Hose, Belting, Gaskets &
Packing (1.11%)
   Mark IV Industries                         61,425      1,474,200

Hospitals (2.41%)
   Columbia/HCA Healthcare Corp.              24,900        978,881
   Humana, Inc.                               45,500(a)   1,052,188
   Universal Health Services, Inc.,
      Class B                                 30,000(a)   1,155,000

                                                          3,186,069
Household Furniture (1.10%)
   Masco Corp.                                34,900      1,457,075

Investment Offices (1.11%)
   AMVESCAP PLC Sponsored ADS                 25,200      1,467,900

Knitting Mills (0.22%)
   Russell Corp.                              10,000        296,250

Lumber & Other Building
Materials (1.43%)
   Home Depot, Inc.                           27,400      1,888,888

Management & Public Relations (1.49%)
   Dun & Bradstreet Corp.                      5,000        131,250
   Medaphis Corp.                            183,000(a)   1,841,437

                                                          1,972,687
Medical Instruments & Supplies (3.64%)
   Becton, Dickinson & Co.                    20,000      1,012,500
   Boston Scientific Corp.                    41,100(a)   2,525,081
   Nellcor Puritan Bennett                    70,200(a)   1,272,375

                                                          4,809,956
Medical Service & Health
Insurance (3.37%)
   AON Corp.                                  17,550        908,212
   Foundation Health Systems, Inc.,
      Class A                                 62,080(a)   1,881,800
   Pacificare Health Systems, Inc., Class A    1,467         88,845
   Pacificare Health Systems, Inc., Class B    4,611        294,528
   United Healthcare Corp.                    15,000        780,000
   Value Health, Inc.                         25,000(a)     506,250

                                                          4,459,635
Millwork, Plywood & Structural
Members (0.90%)
   Georgia-Pacific Corp.                      14,000      1,195,250

Miscellaneous Converted Paper
Products (0.50%)
   Minnesota Mining & Mfg. Co.                 6,500        663,000

Miscellaneous Electrical Equipment &
Supplies (1.57%)
   Motorola, Inc.                             27,300      2,074,800

Miscellaneous Fabricated Metal
Products (1.12%)
   Parker-Hannifin Corp.                      24,300      1,474,706

Miscellaneous Investing (1.10%)
   HFS, Inc.                                  25,000(a)   1,450,000

Miscellaneous Plastics Products,
NEC (0.22%)
   Rubbermaid, Inc.                           10,000        297,500

Miscellaneous Shopping Goods
Stores (0.40%)
   Toys 'R' Us, Inc.                          15,000(a)     525,000

Motor Vehicles & Equipment (2.68%)
   Chrysler Corp.                             60,200      1,975,313
   Dana Corp.                                 41,300      1,569,400

                                                          3,544,713
Operative Builders (0.50%)
   Pulte Corp.                                19,300        667,056

Paints & Allied Products (0.35%)
   RPM, Inc.                                  25,000        459,375

Petroleum Refining (1.99%)
   Atlantic Richfield Co.                     11,600        817,800
   Exxon Corp.                                29,600      1,820,400

                                                          2,638,200
Plastic Materials & Synthetics (0.63%)
   A. Schulman, Inc.                          33,600        827,400

Preserved Fruits & Vegetables (0.77%)
   CPC International, Inc.                    11,100      1,024,669

Radio, Television & Computer
Stores (0.21%)
   Tandy Corp.                                 5,000        280,000

Radio & Television Broadcasting (0.82%)
   Sinclair Broadcasting Group                35,000      1,080,625

Refrigeration & Service
Machinery (0.76%)
   Tecumseh Products Co., Class A             16,800      1,005,900

Rubber & Plastics Footwear (0.88%)
   Nike, Inc.                                 20,000      1,167,500

Sanitary Services (1.10%)
   Browning-Ferris Industries, Inc.           29,300        974,225
   Waste Management, Inc.                     15,000        481,875

                                                          1,456,100
Security Brokers & Dealers (0.86%)
   Salomon, Inc.                              20,400      1,134,750

Soap, Cleaners & Toilet Goods (2.83%)
   Colgate-Palmolive Co.                      23,400      1,526,850
   Ecolab, Inc.                               46,400      2,215,600

                                                          3,742,450
Telephone Communication (1.09%)
   WorldCom, Inc.                             45,000(a)   1,440,000

Toys & Sporting Goods (0.92%)
   Mattel, Inc.                               35,950      1,217,806

Variety Stores (0.39%)
   Wal-Mart Stores, Inc.                      15,000        507,188

Women's & Children's
Undergarments (1.68%)
   Warnaco Group, Class A                     69,800      2,224,875


                                  Total Common Stock    109,484,339

Preferred Stock (0.12%)

Medical Service & Health
Insurance (0.12%)
   Pacificare Health Systems, Inc.,
      Series A Convertible                     6,091        163,695


                                           Principal
                                            Amount          Value
Commercial Paper (17.03%)

Business Credit Institutions (4.46%)
   American Express Credit Corp.;
      5.50%; 7/7/97                      $ 2,950,000  $   2,947,296
      5.55%; 7/14/97                       2,950,000      2,944,088

                                                          5,891,384
Personal Credit Institutions (9.15%)
   Investment in Joint Trade Account;
      Associates Corp.;
      6.25%; 7/1/97                        6,619,662      6,619,662
   Ford Motor Credit Co.;
      5.54%; 7/21/97                       3,475,000      3,464,305
      5.54%; 7/28/97                       2,025,000      2,016,586

                                                         12,100,553
Security Brokers & Dealers (3.42%)
   Merrill Lynch & Co., Inc.
      5.55%; 7/2/97                        4,525,000      4,524,302


                              Total Commercial Paper     22,516,239


                Total Portfolio Investments (99.93%)    132,164,273

Cash and receivables, net of liabilities (0.07%)             94,449


                          Total Net Assets (100.00%)  $ 132,258,722

(a)  Non-income  producing  security - No  dividend  paid during the past 
     twelve months.


PRINCIPAL HIGH YIELD FUND, INC.


                                           Principal
                                            Amount          Value
Bonds (93.19%)

Advertising (2.75%)
   Lamar Advertising Company Senior
      Subordinated Notes; 9.63%; 12/1/06   $ 200,000    $   205,000
   Outdoor Systems Senior Subordinated
      Notes; 8.88%; 6/15/07                  200,000(a)     194,250

                                                            399,250
Aircraft & Parts (1.94%)
   Rohr Industries, Inc. Subordinated
      Debentures; 9.25%; 3/1/17              300,000        281,250

Blast Furnace & Basic Steel
Products (5.36%)
   Ivaco Senior Notes;
      11.50%; 9/15/05                        150,000        160,875
   Titan Wheel International Senior
      Subordinated Notes; 8.75%; 4/1/07      300,000        306,000
   Weirton Steel Corp. Senior Notes;
      10.75%; 6/1/05                         300,000        312,000

                                                            778,875
Broadwoven Fabric Mills,
Cotton (2.02%)
   J.P. Stevens & Co., Inc. Sinking Fund
      Debentures; 9.00%; 3/1/17              300,000        293,250

Business Credit Institutions (0.18%)
   Navistar Financial Corp. Senior
      Subordinated Notes; 9.00%; 6/1/02       25,000(a)      25,719

Cable & Other Pay TV Services (3.60%)
   Jones Intercable, Inc. Senior Notes;
      9.63%; 3/15/02                         300,000        314,250
   TCI Communications, Inc. Debentures;
      8.75%; 8/1/15                          200,000        209,810

                                                            524,060
Cogeneration - Small Power
Producer (3.35%)
   AES Corp. Senior Subordinated
      Notes; 10.25%; 7/15/06                 300,000        327,750
   California Energy Co., Inc.
      Ltd. Resource Senior Secured
      Notes; 9.88%; 6/30/03                  150,000        159,000

                                                            486,750
Crude Petroleum & Natural Gas (6.87%)
   Chesapeake Energy Corp. Senior Notes;
      8.50%; 3/15/12                         200,000        182,000
   Nuevo Energy Co. Senior Subordinated
      Notes; 9.50%; 4/15/06                  400,000        420,000
   Ocean Energy, Inc. Senior Subordianted
      Notes; 8.88%; 7/15/07                  200,000        199,250
   Snyder Oil Company Senior
      Subordinated Notes; 8.75%; 6/15/07     200,000        198,250

                                                            999,500
Dairy Farms (2.00%)
   Fage Dairy Industry S.A. Senior Notes;
      9.00%; 2/1/07                          300,000(a)     291,000
Electrical Industrial Apparatus (1.44%)
   Motors & Gears, Inc., Series A Senior
      Notes; 10.75%; 11/15/06                200,000        209,000

Electronic Components &
Accessories (3.22%)
   Advanced Micro Devices, Inc.; Senior
      Secured Notes; 11.00%; 8/1/03          300,000        335,250
   Fairchild Semiconductor Corp. Senior
      Subordinated Notes; 10.13%; 3/15/07    125,000(a)     132,500

                                                            467,750
Engines & Turbines (1.90%)
   Outboard Marine Corp. Debentures;
      9.13%; 4/15/17                         300,000        276,000

Family Clothing Stores (0.35%)
   Specialty Retailers, Inc. Senior Notes;
      8.50%; 7/15/05                          50,000(a)      50,375

Finance Services (1.38%)
   DVI, Inc. Senior Notes; 9.88%; 2/1/04     200,000        200,000

Footwear, Except Rubber (1.41%)
   Brown Group, Inc. Senior Notes;
      9.50%; 10/15/06                        200,000        205,000

Forest Products (2.00%)
   Doman Industries, Ltd. Senior Notes;
      8.75%; 3/15/04                         300,000        291,000

Fuel Dealers (2.02%)
   Petroleum Heat & Power Co., Inc.
      Subordinated Notes; 10.13%; 4/1/03     300,000        294,000

Groceries & Related Products (2.04%)
   Rykoff-Sexton, Inc. Senior
      Subordinated Notes; 8.88%; 11/1/03     300,000        297,000

Grocery Stores (1.37%)
   Quality Food Centers Senior
      Subordinated Notes; 8.70%; 3/15/07     200,000(a)     198,500

Hotels & Motels (2.09%)
   John Q. Hammons Hotels, L.P. &
      Finance Corp. First Mortgage
      Notes; 8.88%; 2/15/04                  300,000        303,000

Industrial Inorganic Chemicals (1.38%)
   PT Tri Polyta Indonesia TBK;
      Guaranteed Securited Notes;
      11.38%; 12/1/03                        200,000        200,500

Knitting Mills (2.26%)
   Tultex Corp. Senior Notes;
      10.63%; 3/15/05                        300,000        327,750

Lumber & Other Building
Materials (0.53%)
   Central Tractor Farm & Country, Inc.
      Senior Notes; 10.63%; 4/1/07            75,000         77,625

Miscellaneous Amusement, Recreation
Service (3.49%)
   Rio Hotel & Casino, Inc. Senior
      Subordinated Notes; 9.50%; 4/15/07     300,000        308,250
   Station Casinos, Inc. Senior
      Subordinated Notes, Series B
      9.63%; 6/1/03                          200,000        198,000

                                                            506,250
Miscellaneous Plastics Products,
NEC (2.09%)
   Congoleum Corp. Senior Notes;
      9.00%; 2/1/01                          300,000        303,000

Motor Vehicles & Equipment (0.37%)
   Blue Bird Body Co. Senior Subordinated
      Notes; 10.75%; 11/15/06                 50,000         53,125

Newspapers (1.74%)
   Hollinger International Publishing, Inc.
      Senior Notes; 8.63%; 3/15/05           200,000        202,000
   Sun Media Corp. Senior Subordinated
      Notes; 9.50%; 2/15/07                   50,000(a)      50,500

                                                            252,500
Nursing & Personal Care
Facilities (2.09%)
   Mariner Health Group, Inc. Senior
      Subordinated Notes; 9.50%; 4/1/06      300,000        303,375

Oil & Gas Field Services (2.82%)
   Dawson Production Services Senior
      Notes; 9.38%; 2/1/07                   300,000        304,500
   Parker Drilling Co. Senior Notes,
      Series B; 9.75%; 11/15/06              100,000        105,250

                                                            409,750
Paper  Mills (1.37%)
   Indah Kiat Finance Mauritius Ltd.
      Guaranteed Senior Notes;
      10.00%; 7/1/07                         200,000        198,454

Petroleum Refining (2.17%)
   Crown Central Petroleum Corp.
      Senior Notes; 10.88%; 2/1/05           300,000        315,000

Primary Nonferrous Metals (0.37%)
   Euramax International PLC Senior
      Subordinated Notes; 11.25%; 10/1/06     50,000         53,750

Pulp Mills (0.35%)
   Pen-Tab Industries, Inc. Senior
      Subordinated Debentures;
      10.88%; 2/1/07                          50,000(a)      50,875

Radio, Television & Computer
Stores (2.13%)
   Compusa, Inc. Senior Subordinated
      Notes; 9.50%; 6/15/00                  300,000        309,750

Radio & Television Broadcasting (3.14%)
   American Radio Systems Senior
      Subordinated Notes; 9.00%; 2/1/06      300,000        303,750
   Sullivan Broadcasting, Inc. Senior
      Subordinated Notes; 10.25%; 12/15/05   150,000        153,000

                                                            456,750
Retail Stores, NEC (1.44%)
   Cole National Group, Inc. Senior
      Subordinated Notes; 9.88%; 12/31/06    200,000        209,500

Search & Navigation Equipment (2.10%)
   Amresco, Inc. Senior Subordinated
      Notes; 10.00%; 3/15/04                 300,000        304,500

Soap, Cleaners & Toilet Goods (2.23%)
   Coty, Inc. Senior Subordinated Notes;
      10.25%; 5/1/05                         300,000        323,250

Telephone Communication (9.33%)
   Lenfest Communications Senior Notes;
      8.38%; 11/1/05                         200,000        196,750
   Paging Network, Inc. Senior
      Debentures; 8.88%; 2/1/06              300,000        273,750
   Rogers Cablesystems, Ltd. Senior
      Secured Second Priority Notes;
      9.63%; 8/1/02                          250,000        263,125
   Rogers Cantel, Inc. Senior Secured
      Debentures; 9.75%; 6/1/16              300,000        318,000
   Vanguard Cellular Systems, Inc.
      Senior Debentures; 9.38%; 4/15/06      300,000        303,000

                                                          1,354,625
Textile Finishing, Except Wool (2.15%)
   Dominion Textile (USA), Inc.
      Guaranteed Senior Notes;
      9.25%; 4/1/06                          300,000        312,750

Water Supply (2.35%)
   California Energy Casecnan Water &
      Energy Co., Inc. Senior Secured
      Bonds, Series B; 11.95%; 11/15/10      300,000        342,000


                                         Total Bonds     13,536,358

Commercial Paper (0.99%)

Personal Credit Institutions (0.99%)
   Investment in Joint Trade Account;
      Associates Corp.; 6.25%; 7/1/97        144,282        144,282


                Total Portfolio Investments (94.18%)     13,680,640

Cash and receivables, net of liabilities (5.82%)            844,689


                          Total Net Assets (100.00%)    $14,525,329

(a)  Restricted Security - See Note 4 to the financial statements.


PRINCIPAL MONEY MARKET FUND, INC.


                                           Principal
                                            Amount          Value
Commercial Paper (81.26%)

Advertising (1.88%)
   Omnicom Finance, Inc.;
      LOC ABN-AMRO Bank N.V.
      5.58%; 7/14/97                      $  825,000    $   823,337

Asset Backed Securities (3.71%)
   Retailer Funding Corp.;
      5.57%; 7/15/97                         500,000        498,917
   Sheffield Receivables Corp.;
      5.55%; 7/16/97                         625,000        623,555
      5.57%; 7/22/97                         500,000        498,375

                                                          1,620,847
Business Credit Institutions (8.13%)
   American Express Credit Corp.;
      5.54%; 8/19/97                         850,000        843,591
   Golden Gate Management, Inc.;
      LOC Sumitomo Bank;
      5.63%; 7/3/97                        1,000,000        999,687
      5.67%; 7/25/97                         900,000        896,598
   General Electric Capital Corp.;
      5.85%; 1/23/98                         500,000        483,262
   International Lease Finance Corp.;
      5.65%; 7/17/97                         329,000        328,174

                                                          3,551,312
Department Stores (4.96%)
   Sears Roebuck Acceptance Corp.;
      5.55%; 7/28/97                         275,000        273,855
      5.57%; 7/30/97                         675,000        671,971
      5.56%; 7/31/97                         550,000        547,452
      5.56%; 8/4/97                          675,000        671,456

                                                          2,164,734
Electric Services (5.88%)
   AES Shady Point, Inc.;
      LOC Bank of Tokyo-Mitsubishi, Ltd.;
      5.68%; 7/10/97                       1,225,000      1,223,260
   CommEd Fuel Co., Inc.;
      LOC Credit Suisse;
      5.58%; 7/21/97                         750,000        747,675
      5.54%; 7/25/97                         600,000        597,784

                                                          2,568,719
Finance Services (6.33%)
   Mitsubishi International Corp.;
      5.58%; 7/2/97                          300,000        299,954
      5.56%; 7/9/97                          500,000        499,382
      5.54%; 7/17/97                         500,000        498,769
      5.60%; 7/28/97                         800,000        796,640
   PHH Corp.;
      5.61%; 7/25/97                         350,000        348,691
      5.57%; 8/18/97                         325,000        322,586

                                                          2,766,022
Forest Products (1.72%)
   Weyerhaeuser Co.;
      5.55%; 7/18/97                         755,000        753,021

Mortgage Bankers & Brokers (4.91%)
   Countrywide Home Loan, Inc.;
      5.55%; 7/2/97                        1,000,000        999,846
      5.57%; 7/21/97                         675,000        672,911
      5.60%; 8/6/97                          475,000        472,340

                                                          2,145,097
Motor Vehicles & Equipment (7.29%)
   Echlin, Inc.;
      5.61%; 7/16/97                         500,000        498,831
      5.60%; 7/23/97                         850,000        847,091
      5.64%; 7/30/97                         400,000        398,183
      5.65%; 9/12/97                         325,000        321,277
   Paccar Financial Corp.;
      5.55%; 7/28/97                       1,125,000      1,120,317

                                                          3,185,699
Paperboard Mills (1.60%)
   Sonoco Products Co.;
      5.53%; 7/1/97                          700,000        700,000

Personal Credit Institutions (9.44%)
   Beneficial Corp.;
      5.55%; 8/5/97                          950,000        944,874
   Comoloco, Inc.;
      5.38%; 7/24/97                         500,000        498,281
      5.72%; 12/12/97                        500,000        486,971
   Ford Motor Credit Co.;
      5.54%; 7/28/97                         675,000        672,195
   General Motors Acceptance Corp.;
      5.58%; 7/3/97                          500,000        499,845
   Norwest Financial, Inc.;
      5.55%; 7/29/97                       1,025,000      1,020,576

                                                          4,122,742
Real Estate Operators &
Lessors (4.27%)
   Towson Town Center, Inc.; LOC
      Bank of Tokyo-Mitsubishi, Ltd.;
      5.63%; 7/7/97                          300,000        299,719
      5.63%; 7/10/97                         500,000        499,296
      5.60%; 7/14/97                         500,000        498,989
      5.67%; 8/1/97                          400,000        398,047
      5.75%; 8/4/97                          172,000        171,066

                                                          1,867,117
Security Brokers & Dealers (11.28%)
   Bear Stearns Cos., Inc.;
      5.55%; 7/17/97                         500,000        498,767
   Goldman Sachs Group, L.P.;
      5.55%; 7/7/97                        1,000,000        999,075
      5.57%; 7/11/97                         750,000        748,840
      5.73%; 1/23/98                         500,000        483,606
   Merrill Lynch & Co., Inc.;
      5.55%; 7/14/97                         850,000        848,296
      5.55%; 7/16/97                         500,000        498,844
      5.29%; 11/18/97                        375,000        367,285
      5.80%; 2/2/98                          500,000        482,600

                                                          4,927,313
Subdividers & Developers (2.29%)
   Hartz 667 Commercial Paper Corp.;
      LOC Bank of Tokyo-Mitsubishi, Ltd.;
      5.63%; 7/2/97                        1,000,000        999,844

Telephone Communication (3.00%)
   Bell Atlantic Financial Services, Inc.;
      5.55%; 7/1/97                          310,000        310,000
      5.55%; 7/8/97                        1,000,000        998,921

                                                          1,308,921
Tires & Inner Tubes (4.57%)
   Bridgestone/Firestone, Inc.;
      LOC Sumitomo Bank Ltd.;
      5.60%; 7/8/97                          500,000        499,456
      5.63%; 7/9/97                        1,000,000        998,749
      5.63%; 7/11/97                         500,000        499,218

                                                          1,997,423

                              Total Commercial Paper     35,502,148

Bank Notes (1.14%)

Commercial Banks (1.14%)
   LaSalle National Bank;
      6.20%; 8/21/97                         500,000        500,000

Bonds (18.14%)

Beverages (1.15%)
   Pepsico, Inc.
      6.13%; 1/15/98                         500,000        500,526

Business Credit Institutions (3.92%)
   CIT Group Holdings, Inc.
      Debentures; 8.75%; 4/15/98             500,000        510,360
      Medium-Term Notes;
      6.20%; 4/15/98                         500,000        500,264
      Senior Notes; 5.85%; 3/16/98           500,000        500,668
   General Electric Capital Corp. Notes;
      8.00%; 1/15/98                         200,000        201,877

                                                          1,713,169
Computer & Office Equipment (0.69%)
   Xerox Corp. Notes;
      9.63%; 9/1/97                          300,000        301,853

Consumer Products (1.38%)
   Philip Morris Cos. Notes;
      6.38%; 1/15/98                         600,000        601,055

Electric Services (1.60%)
   Southern California Edison Co.
      1st Ref. Mortgage; 6.13%; 7/15/97      500,000        500,096
      Notes; 5.88%; 2/1/98                   200,000        200,056

                                                            700,152
Personal Credit Institutions (9.40%)
   American General Finance Corp.
      Notes; 7.70%; 11/15/97                 500,000        503,654
      Senior Notes; 8.25%; 1/15/98           500,000        505,709
   Associates Corp. of North America
      Senior Notes;
      6.75%; 7/15/97                         500,000        500,165
      5.88%; 8/15/97                         500,000        500,105
      8.38%; 1/15/98                         185,000        187,032
   Commercial Credit Co. Notes;
      8.50%; 2/15/98                         800,000        812,459
      5.50%; 5/15/98                         600,000        596,868
   Household Finance Corp. Notes;
      6.25%; 10/15/97                        500,000        500,704

                                                          4,106,696

                                         Total Bonds      7,923,451

               Total Portfolio Investments (100.54%)     43,925,599

Liabilities, net of cash and receivables (-0.54%)          (237,972)

                          Total Net Assets (100.00%)    $43,687,627



PRINCIPAL WORLD FUND, INC.


                                            Shares
                                             Held           Value
Common Stocks (94.33%)

Advertising (1.59%)
   WPP Group PLC                             415,000  $   1,702,538

Beverages (1.71%)
   Lion Nathan                               205,000        518,226
   Panamerican Beverages                      39,900      1,311,712

                                                          1,829,938
Blast Furnace & Basic Steel
Products (1.37%)
   British Steel PLC                         121,300        300,800
   Voest-Alpine Stahl                         25,700(b)   1,164,370

                                                          1,465,170
Central Reserve Depositories (4.74%)
   Banco Totta & Acores                       39,000        652,477
   Dao Heng Bank Group Ltd.                   89,000        487,087
   Ergo Bank                                     126          7,575
   National Westminster Bank                 110,000      1,478,315
   Union Bank of Norway                       12,800        381,161
   Wing Hang Bank                            343,200      2,073,212

                                                          5,079,827
Chewing & Smoking Tobacco (1.46%)
   Imperial Tobacco Group PLC                243,500      1,566,319

Combination Utility Services (1.56%)
   ABB AG                                      1,105      1,675,104

Commercial Banks (10.40%)
   ABN-AMRO Holdings NV                      101,156      1,889,587
   Bank of Ireland                           186,833      2,056,911
   Barclays PLC                               64,748      1,284,501
   Fokus Bank                                 64,000(b)     542,018
   Instituto Mobiliare Italiano              141,000      1,267,881
   National Australia Bank Ltd.               89,886      1,277,393
   Royal Bank of Canada Montreal, Quebec      36,000(a)   1,632,262
   Svenska Handelsbanken AB Free              40,500      1,194,199

                                                         11,144,752
Communications Equipment (0.97%)
   ECI Telecommunications Ltd.                35,000      1,041,250

Communications Services, NEC (0.97%)
   KPN Royal PTT Nederland                    26,450      1,039,467

Computer & Office Equipment (0.10%)
   Canon, Inc.                                 4,000        109,062

Construction & Related
Machinery (0.59%)
   Powerscreen International PLC              58,100        632,874

Consumer Products (1.51%)
   Imasco Ltd.                                55,700      1,615,010

Crude Petroleum & Natural Gas (0.45%)
   Hardy Oil & Gas                            86,200        479,883

Deap Sea Foreign Transportation
of Freight (0.81%)
   Van Ommeren NV                             22,288        866,803

Department Stores (0.65%)
   Vendex International                       12,658        694,493

Drugs (6.97%)
   Elan Corp. PLC ADR                         34,400(a)   1,556,600
   Galenica Holdings AG                          480(a)     225,538
   Novartis AG                                 1,668      2,670,447
   Pharmacia & Upjohn, Inc.                   46,500      1,615,875
   Teva Pharmaceutical ADR                    21,500      1,392,125

                                                          7,460,585
Electric Light & Wiring
Equipment (0.21%)
   Clipsal Industries Holdings                25,000         88,500
   Otra NV                                     8,300        133,439

                                                            221,939
Electric Services (0.23%)
   Korea Electric Power Corp.                  8,100        241,723

Electronic Components &
Accessories (1.90%)
   Amtek Engineering                         221,250        388,389
   Elec & Eltek International                268,000      1,500,800
   Murata Mfg.                                 1,000         39,850
   Varitronix                                 63,000        106,934

                                                          2,035,973
Electronic Distribution
Equipment (3.41%)
   Amper SA                                   38,000      1,082,613
   Phillips Electronics                       28,900      2,073,850
   Techtronic Industries Co.               2,800,000        498,756

                                                          3,655,219
Engines & Turbines (2.28%)
   Mabuchi Motor                               1,400         81,360
   PT United Tractors                        372,000      1,376,928
   Scapa Group PLC                           281,000        986,780

                                                          2,445,068
Farm & Garden Machinery (1.15%)
   New Holland NV                             45,000      1,231,875

Finance Services (0.68%)
   MBF Capital Berhad                        395,000        726,148

Functions Closely Related to
Banking (0.70%)
   Liechtenstein Global Trust AG               1,225        752,049

Gas Production & Distribution (1.19%)
   OMV AG                                      9,950      1,274,810

General Industrial Machinery (0.85%)
   SKF AB 'B' Free                            35,300        913,044

Holding Offices (1.02%)
   First Pacific Co., Ltd.                   860,382      1,099,455

Household Appliances (0.66%)
   Fisher & Paykel                           182,087        709,582

Industrial Inorganic Chemicals (2.83%)
   Bayer AG                                   30,100      1,160,792
   Kemira OY                                 112,000(b)   1,056,552
   Rhome Poulenc                              20,000        817,587

                                                          3,034,931
Investment Offices (1.24%)
   AMVESCAP PLC                              226,800      1,323,009
Life Insurance (0.91%)
   QBE Insurance Group Ltd.                  162,000(a)     970,892

Meat Products (5.83%)
   AFFCO Holdings                          1,147,266        396,543
   Danisco AS                                 33,300      2,038,966
   Davomas ABADI                             780,000(a)     962,369
   Orkla B Ordinary Shares                    21,300      1,446,031
   Unilever NV                                 6,630      1,398,196

                                                          6,242,105
Miscellaneous Chemical Products (1.10%)
   Hoechst AG                                 27,800      1,178,984

Miscellaneous Converted Paper
Products (1.06%)
   Bunzl PLC                                 352,000(a)   1,139,447

Miscellaneous Durable Goods (0.89%)
   Hagemeyer NV                               18,350        949,660

Miscellaneous Food & Kindred
Products (0.90%)
   Greencore Group PLC                       197,000(a)     962,290

Miscellaneous Manufacturers (0.44%)
   Carter Holt Harvey Ltd.                   181,000        467,369

Miscellaneous Non-Durable
Goods (1.95%)
   Grand Metropolitan PLC                    215,516      2,085,744

Miscellaneous Plastics Products,
NEC (0.60%)
   Royal Group Technologies Ltd.              24,100(a)(b)  646,366

Miscellaneous Textile Goods (1.21%)
   Espirit Holdings Ltd.                   1,822,000      1,293,486

Miscellaneous Transportation
Equipment (1.05%)
   Autoliv AB                                 28,700      1,122,888

Miscellaneous Wood Products (0.19%)
   Enso OY                                    22,300        206,074

Motor Vehicles & Equipment (1.75%)
   E.C.I.A. Equipment and Composants           4,600        702,035
   Hyndai Motor Co. Ltd. GDR                  25,000(b)     243,750
   UMW Holdings Berhad                       196,000        924,087

                                                          1,869,872
Motor Vehicles, Parts & Supplies (0.66%)
   Dahl International AB                      36,000        707,674

Newspapers (1.28%)
   Publishing & Broadcasting Ltd.            240,000      1,371,834

Oil & Gas Field Services (0.76%)
   ENI SPA                                   144,000        814,575

Petroleum Refining (2.95%)
   Repsol Petroleo SA                         39,860      1,688,500
   YPF Sociedad Anonima ADR                   48,000      1,476,000

                                                          3,164,500

Plastic Materials & Synthetics (0.80%)
   Astra AB                                   48,000  $     853,554

Pulp Mills (2.22%)
   Lassila & Tikanoja Ltd. OY                 10,700        896,086
   UPM-Kymmene OY                             64,140      1,481,791

                                                          2,377,877
Security & Commodity
Services (1.36%)
   Corporacion Bancaria de Espania SA         26,000      1,458,489

Security Brokers & Dealers (1.70%)
   Peregrine Investment Holdings             875,000      1,801,438
   Peregrine Investment - Warrants            38,800(a)      17,028

                                                          1,818,466
Soap, Cleaners, & Toilet Goods (1.27%)
   Reckitt & Colman PLC                       90,945      1,355,427

Special Industry Machinery (0.42%)
   IHC Caland NV                               7,700        421,682
   Rauma Group                                 1,173(a)      26,873

                                                            448,555
Sugar & Confectionary Products (2.38%)
   Nestle                                      1,545      2,041,136
   Tate & Lyle                                68,500        509,030

                                                          2,550,166
Telephone Communication (6.14%)
   Investec Consultadoria Internacional S      8,600(a)     293,483
   Nokia Corp., Class A ADR                   23,800      1,755,250
   Tele Danmark B                              8,500        442,260
   Telecom Corp of New Zealand Ltd.          289,000      1,468,979
   Telecom Italia-DI                         448,200        886,390
   Telefonica de Espana SA                    59,700      1,729,257

                                                          6,575,619
Water Transportation of Freight,
NEC (0.31%)
   ICB Shipping AB 'B' Free                   32,000        326,937


                                 Total Common Stocks    101,026,750

Preferred Stock (1.06%)

Commercial Banks (1.06%)
   National Australia Bank ECU
   Convertible Preferred                      40,500      1,131,469

Bonds (0.95%)


                                           Principal
                                            Amount          Value
Fire, Marine & Casualty
Insurance (0.95%)
   Alfa SA Convertible Subordinated
   Debentures; 8.00%; 9/15/00            $   700,000(b)$  1,016,750

Commercial Paper (5.72%)

Personal Credit Institutions (2.92%)
   Associates Corp.;
      6.25%; 7/1/97                        3,130,000      3,130,000

Security Brokers & Dealers (2.80%)
   Goldman Sachs Group L.P.
      5.65%; 7/7/97                        3,000,000      2,997,175

                              Total Commercial Paper      6,127,175

               Total Portfolio Investments (102.06%)    109,302,144

Liabilities, net of cash and receivables (-2.06%)        (2,206,914)

      Total Net Assets (100.00%)                       $107,095,230

(a) Non-Income producing security - No dividend paid during the period.
(b) Restricted security - See Note 4 to the financial statements.

               Principal World Fund, Inc. Investments by Country

                              Total Market       Percentage of Total
      Country                     Value             Market Value
   Argentina                 $   1,476,000              1.35%
   Australia                     4,751,589              4.35
   Austria                       2,439,180              2.23
   Canada                        3,893,638              3.56
   Denmark                       2,481,226              2.27
   Finland                       5,422,626              4.96
   France                        1,519,621              1.39
   Germany                       2,339,776              2.14
   Greece                            7,575              0.01
   Hong Kong                     7,377,397              6.75
   Indonesia                     2,339,296              2.14
   Israel                        2,433,375              2.23
   Italy                         2,968,847              2.72
   Japan                           230,272              0.21
   Korea                           485,473              0.44
   Malaysia                      1,650,235              1.51
   Mexico                        1,016,750              0.93
   Netherlands                  10,699,051              9.79
   New Zealand                   3,560,699              3.26
   Norway                        2,369,210              2.17
   Portugal                        945,961              0.87
   Singapore                     1,977,689              1.81
   Spain                         5,958,859              5.45
   Sweden                        5,118,294              4.68
   Switzerland                   7,364,274              6.74
   United Kingdom               19,420,470             17.77
   United States                 9,054,763              8.28

         Total Market Value   $109,302,144            100.00%
<PAGE>
<TABLE>
<CAPTION>
FINANCIAL HIGHLIGHTS


Selected data for a share of Capital Stock outstanding throughout each period:

                                                             Income from
                                                         Investment Operations                       Less Distributions             


                                                              Net Realized
                                                                  and                                          Excess               
                                         Net Asset   Net   Unrealized    Total    Dividends                Distributions            
                                         Value at  Invest-    Gain        from     from Net  Distributions    from                  
                                         Beginning  ment   (Loss) on   Investment Investment     from        Capital       Total    
                                         of Period Income  Investments Operations   Income   Capital Gains   Gains(a)  Distributions



   PRINCIPAL AGGRESSIVE GROWTH FUND INC.

<S>  <C>                                   <C>      <C>      <C>         <C>         <C>         <C>          <C>          <C>      
     Six Months Ended June 30, 1997        $14.52   $.02     $1.91       $1.93       $--         $(.45)       $ --         $(.45)   
     Year Ended December 31,
       1996                                 12.94    .11      3.38        3.49       (.11)       (1.80)         --         (1.91)   
       1995                                 10.11    .13      4.31        4.44       (.13)       (1.48)         --         (1.61)   
     Period Ended December 31, 1994(d)       9.92    .05       .24         .29       (.05)        (.05)         --          (.10)   

   PRINCIPAL ASSET ALLOCATION FUND, INC.

     Six Months Ended June 30, 1997         11.48    .16      1.14        1.30        --          (.21)         --          (.21)   
     Year Ended December 31,
       1996                                 11.11    .36      1.06        1.42       (.36)        (.69)         --         (1.05)   
       1995                                  9.79    .40      1.62        2.02       (.40)        (.30)         --          (.70)   
     Period Ended December 31, 1994(d)       9.98    .23      (.18)        .05       (.23)         --          (.01)        (.24)   

   PRINCIPAL BALANCED FUND, INC.

     Six Months Ended June 30, 1997         14.44    .22      1.19        1.41        --          (.01)         --          (.01)   
     Year Ended December 31,
       1996                                 13.97    .40      1.41        1.81       (.40)        (.94)         --         (1.34)   
       1995                                 11.95    .45      2.44        2.89       (.45)        (.42)         --          (.87)   
       1994                                 12.77    .37      (.64)       (.27)      (.37)        (.18)         --          (.55)   
       1993                                 12.58    .42       .95        1.37       (.42)        (.76)         --         (1.18)   
     Six Months Ended December 31, 1992(e)  12.93    .23       .75         .98       (.47)        (.86)         --         (1.33)   
     Year Ended June 30, 1992               11.33    .47      1.61        2.08       (.48)         --           --          (.48)   

   PRINCIPAL BOND FUND, INC.

     Six Months Ended June 30, 1997         11.33    .38      (.04)        .34        --           --           --          --      
     Year Ended December 31,
       1996                                 11.73    .68      (.40)        .28       (.68)         --           --          (.68)   
       1995                                 10.12    .62      1.62        2.24       (.63)         --           --          (.63)   
       1994                                 11.16    .72     (1.04)       (.32)      (.72)         --           --          (.72)   
       1993                                 10.77    .88       .38        1.26       (.87)         --           --          (.87)   
     Six Months Ended December 31, 1992(e)  11.08    .45       .13         .58       (.89)         --           --          (.89)   
     Year Ended June 30, 1992               10.64    .91       .46        1.37       (.93)         --           --          (.93)   

   PRINCIPAL CAPITAL ACCUMULATION 
   FUND, INC.

     Six Months Ended June 30, 1997         29.84    .32      3.81        4.13        --         (1.07)         --         (1.07)   
     Year Ended December 31,
       1996                                 27.80    .57      5.82        6.39       (.58)       (3.77)         --         (4.35)   
       1995                                 23.44    .60      6.69        7.29       (.60)       (2.33)         --         (2.93)   
       1994                                 24.61    .62      (.49)        .13       (.61)        (.69)         --         (1.30)   
       1993                                 25.19    .61      1.32        1.93       (.60)       (1.91)         --         (2.51)   
     Six Months Ended December 31, 1992(e)  26.03    .31      1.84        2.15       (.64)       (2.35)         --         (2.99)   
     Year Ended June 30, 1992               23.35    .65      2.70        3.35       (.67)         --           --          (.67)   

   PRINCIPAL EMERGING GROWTH FUND, INC.

     Six Months Ended June 30, 1997         29.74    .15      3.53        3.68        --          (.10)         --          (.10)   
     Year Ended December 31,
       1996                                 25.33    .22      5.07        5.29       (.22)        (.66)         --          (.88)   
       1995                                 19.97    .22      5.57        5.79       (.22)        (.21)         --          (.43)   
       1994                                 20.79    .14       .03         .17       (.14)        (.85)         --          (.99)   
       1993                                 18.91    .17      3.47        3.64       (.17)       (1.59)         --         (1.76)   
     Six Months Ended December 31, 1992(e)  15.97    .10      3.09        3.19       (.21)        (.04)         --          (.25)   
     Year Ended June 30, 1992               13.93    .21      2.04        2.25       (.21)         --           --          (.21)   

See accompanying notes.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                                           Ratios/Supplemental Data


                                          
                                                                                          Ratio of Net
                                         Net Asset                            Ratio of     Investment
                                         Value at            Net Assets at   Expenses to    Income to     Portfolio   Average
                                          End of     Total    End of Period    Average        Average      Turnover  Commission
                                          Period    Return   (in thousands)   Net Assets    Net Assets       Rate       Rate



   PRINCIPAL AGGRESSIVE GROWTH FUND INC.

<S>  <C>                                  <C>      <C>           <C>           <C>            <C>           <C>         <C>
     Six Months Ended June 30, 1997       $16.00   13.60%(b)     $109,514       .83%(c)        .31%(c)      179.5%(c)   .0563
     Year Ended December 31,
       1996                                14.52   28.05%          90,106       .85%          1.05%         166.9%      .0541
       1995                                12.94   44.19%          33,643       .90%          1.34%         172.9%       N/A
     Period Ended December 31, 1994(d)     10.11    2.59%(b)       13,770      1.03%(c)       1.06%(c)      105.6%(c)    N/A

   PRINCIPAL ASSET ALLOCATION FUND, INC.

     Six Months Ended June 30, 1997        12.57   11.47%(b)       71,892       .88%(c)       2.83%(c)      149.4%(c)   .0559
     Year Ended December 31,
       1996                                11.48   12.92%          61,631       .87%          3.45%         108.2%      .0497
       1995                                11.11   20.66%          41,074       .89%          4.07%          47.1%       N/A
     Period Ended December 31, 1994(d)      9.79     .52%(b)       28,041       .95%(c)       4.27%(c)       60.7%(c)    N/A

   PRINCIPAL BALANCED FUND, INC.

     Six Months Ended June 30, 1997        15.84    9.74%(b)      113,288       .62%(c)       3.19%(c)       33.5%(c)   .0374
     Year Ended December 31,
       1996                                14.44   13.13%          93,158       .63%          3.45%          22.6%      .0417 
       1995                                13.97   24.58%          45,403       .66%          4.12%          25.7%       N/A 
       1994                                11.95   (2.09)%         25,043       .69%          3.42%          31.5%       N/A 
       1993                                12.77   11.06%          21,399       .69%          3.30%          15.8%       N/A 
     Six Months Ended December 31, 1992(e) 12.58    8.00%(b)       18,842       .73%(c)       3.71%(c)       38.4%(c)    N/A 
     Year Ended June 30, 1992              12.93   18.78%          17,344       .72%          3.80%          26.6%       N/A 
                                                                                                                               
   PRINCIPAL BOND FUND, INC.                                                                                                   
                                                                                                                               
     Six Months Ended June 30, 1997        11.67    3.00%(b)       71,812       .52%(c)       7.07%(c)        8.7%(c)    N/A 
     Year Ended December 31,                                                                                                   
       1996                                11.33    2.36%          63,387       .53%          7.00%           1.7%       N/A 
       1995                                11.73   22.17%          35,878       .56%          7.28%           5.9%       N/A 
       1994                                10.12   (2.90)%         17,108       .58%          7.86%          18.2%       N/A 
       1993                                11.16   11.67%          14,387       .59%          7.57%          14.0%       N/A 
     Six Months Ended December 31, 1992(e) 10.77    5.33%(b)       12,790       .62%(c)       8.10%(c)        6.7%(c)    N/A 
     Year Ended June 30, 1992              11.08   13.57%          12,024       .62%          8.47%           6.1%       N/A 
                                                                                                                               
   PRINCIPAL CAPITAL ACCUMULATION                                                                                              
   FUND, INC.                                                                                                                  
                                                                                                                               
     Six Months Ended June 30, 1997        32.90   14.28%(b)      249,077       .48%(c)       2.22%(c)       29.0%(c)   .0427 
     Year Ended December 31,                                                                                                   
       1996                                29.84   23.50%         205,019       .49%          2.06%          48.5%      .0426 
       1995                                27.80   31.91%         135,640       .51%          2.25%          49.2%       N/A 
       1994                                23.44     .49%         120,572       .51%          2.36%          44.5%       N/A 
       1993                                24.61    7.79%         128,515       .51%          2.49%          25.8%       N/A 
     Six Months Ended December 31, 1992(e) 25.19    8.81%(b)      105,355       .55%(c)       2.56%(c)       39.7%(c)    N/A 
     Year Ended June 30, 1992              26.03   14.53%          94,596       .54%          2.65%          34.8%       N/A 
                                                                                                                               
   PRINCIPAL EMERGING GROWTH FUND, INC.                                                                                        
                                                                                                                               
     Six Months Ended June 30, 1997        33.32   12.39%(b)      180,072       .65%(c)       1.05%(c)       10.9%(c)   .0390 
     Year Ended December 31,                                                                                                   
       1996                                29.74   21.11%         137,161       .66%          1.07%           8.8%      .0379 
       1995                                25.33   29.01%          58,520       .70%          1.23%          13.1%       N/A 
       1994                                19.97     .78%          23,912       .74%          1.15%          12.0%       N/A 
       1993                                20.79   19.28%          12,188       .78%           .89%          22.4%       N/A 
     Six Months Ended December 31, 1992(e) 18.91   20.12%(b)        9,693       .81%(c)       1.24%(c)        8.6%(c)    N/A 
     Year Ended June 30, 1992              15.97   16.19%           7,829       .82%          1.33%          10.1%       N/A 
                                                                                                                               
See accompanying notes.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
FINANCIAL HIGHLIGHTS (Continued)


Selected data for a share of Capital Stock outstanding throughout each period:

                                                             Income from
                                                         Investment Operations                       Less Distributions             


                                                              Net Realized
                                                                  and                                          Excess               
                                         Net Asset   Net   Unrealized    Total    Dividends                Distributions            
                                         Value at  Invest-    Gain        from     from Net  Distributions    from                  
                                         Beginning  ment   (Loss) on   Investment Investment     from        Capital       Total    
                                         of Period Income  Investments Operations   Income   Capital Gains   Gains(a)  Distributions



   PRINCIPAL GOVERNMENT SECURITIES 
   FUND, INC.

<S>  <C>                                  <C>      <C>       <C>          <C>       <C>         <C>           <C>           <C>
     Six Months Ended June 30, 1997       $10.31   $.33      $ .01        $ .34     $(.01)      $--           $--           $(.01)  
     Year Ended December 31,                                                                                                        
       1996                                10.55    .59       (.24)         .35      (.59)                                   (.59)  
       1995                                 9.38    .60       1.18         1.78      (.61)       --            --            (.61)  
       1994                                10.61    .76      (1.24)        (.48)     (.75)       --            --            (.75)  
       1993                                10.28    .71        .33         1.04      (.71)       --            --            (.71)  
     Six Months Ended December 31, 1992(e) 10.93    .40        .04          .44      (.78)       --           (.31)         (1.09)  
     Year Ended June 30, 1992              10.24    .80        .71         1.51      (.81)       --           (.01)          (.82)  
                                                                                                                                    
   PRINCIPAL GROWTH FUND, INC.                                                                                                      
                                                                                                                                    
     Six Months Ended June 30, 1997        13.79    .09       2.01         2.10       --         --            --            --     
     Year Ended December 31,                                                                                                        
       1996                                12.43    .16       1.39         1.55      (.16)       --           (.03)          (.19)  
       1995                                10.10    .17       2.42         2.59      (.17)       --           (.09)          (.26)  
     Period Ended December 31, 1994(f)      9.60    .07        .51          .58      (.08)       --            --            (.08)  
                                                                                                                                    
   PRINCIPAL HIGH YIELD FUND, INC.                                                                                                  
                                                                                                                                    
     Six Months Ended June 30, 1997         8.72    .38        .09          .47      (.01)       --            --            (.01)  
     Year Ended December 31,                                                                                                        
       1996                                 8.39    .80        .30         1.10      (.77)       --            --            (.77)  
       1995                                 7.91    .76        .51         1.27      (.77)      (.02)          --            (.79)  
       1994                                 8.62    .77       (.72)         .05      (.76)       --            --            (.76)  
       1993                                 8.38    .80        .23         1.03      (.79)       --            --            (.79)  
     Six Months Ended December 31, 1992(e)  8.93    .45       (.10)         .35      (.90)       --            --            (.90)  
     Year Ended June 30, 1992               8.28    .92        .66         1.58      (.93)       --            --            (.93)  
                                                                                                                                    
   PRINCIPAL MONEY MARKET FUND, INC.                                                                                                
                                                                                                                                    
     Six Months Ended June 30, 1997         1.000   .025       --           .025     (.025)      --            --            (.025) 
     Year Ended December 31,                                                                                                        
       1996                                 1.000   .049       --           .049     (.049)      --            --            (.049) 
       1995                                 1.000   .054       --           .054     (.054)      --            --            (.054) 
       1994                                 1.000   .037       --           .037     (.037)      --            --            (.037) 
       1993                                 1.000   .027       --           .027     (.027)      --            --            (.027) 
     Six Months Ended December 31, 1992(e)  1.000   .016       --           .016     (.016)      --            --            (.016) 
     Year Ended June 30, 1992               1.000   .046       --           .046     (.046)      --            --            (.046) 
                                                                                                                                    
   PRINCIPAL WORLD FUND, INC.                                                                                                       
                                                                                                                                    
     Six Months Ended June 30, 1997        13.02    .17       2.03         2.20       --         --           (.04)          (.04)  
     Year Ended December 31,                                                                                                        
       1996                                10.72    .22       2.46         2.68      (.22)       --           (.16)          (.38)  
       1995                                 9.56    .19       1.16         1.35      (.18)       --           (.01)          (.19)  
     Period Ended December 31, 1994(f)      9.94    .03       (.33)        (.30)     (.05)      (.02)         (.01)          (.08)  
                                                                                                              
See accompanying notes.

Notes to Financial  Highlight
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                                                Ratios/Supplemental Data

                                          
                                                                                             Ratio of Net
                                            Net Asset                            Ratio of     Investment
                                            Value at            Net Assets at   Expenses to    Income to     Portfolio   Average
                                             End of     Total    End of Period    Average        Average      Turnover  Commission
                                             Period    Return   (in thousands)   Net Assets    Net Assets       Rate       Rate



   PRINCIPAL GOVERNMENT SECURITIES 
   FUND, INC.

<S>  <C>                                    <C>         <C>           <C>            <C>           <C>         <C>         <C>     
     Six Months Ended June 30, 1997         $10.64       3.26%(b)     $ 84,656       .53%(c)       6.48%(c)    11.0%(c)      N/A
     Year Ended December 31,
       1996                                  10.31       3.35%          85,100       .52%          6.46%        8.4%         N/A
       1995                                  10.55      19.07%          50,079       .55%          6.73%        9.8%         N/A
       1994                                   9.38      (4.53)%         36,121       .56%          7.05%       23.2%         N/A
       1993                                  10.61      10.07%          36,659       .55%          7.07%       20.4%         N/A
     Six Months Ended December 31, 1992(e)   10.28       4.10%(b)       31,760       .59%(c)       7.35%(c)    34.5%(c)      N/A
     Year Ended June 30, 1992                10.93      15.34%          33,022       .58%          7.84%       38.9%         N/A

   PRINCIPAL GROWTH FUND, INC.

     Six Months Ended June 30, 1997          15.89      15.23%(b)      132,259       .51%(c)       1.36%(c)     7.5%(c)    .0452
     Year Ended December 31,
       1996                                  13.79      12.51%          99,612       .52%          1.61%        2.0%       .0401
       1995                                  12.43      25.62%          42,708       .58%          2.08%        6.9%         N/A
     Period Ended December 31, 1994(f)       10.10       5.42%(b)       13,086       .75%(c)       2.39%(c)     0.9%(c)      N/A

   PRINCIPAL HIGH YIELD FUND, INC.

     Six Months Ended June 30, 1997           9.18       5.36%(b)       14,525       .69%(c)       8.64%(c)    45.7%(c)      N/A
     Year Ended December 31,
       1996                                   8.72      13.13%          13,740       .70%           9.21%      32.0%         N/A
       1995                                   8.39      16.08%          11,830       .73%           9.09%      35.1%         N/A
       1994                                   7.91        .62%           9,697       .73%           9.02%      30.6%         N/A
       1993                                   8.62      12.31%           9,576       .74%           8.80%      28.7%         N/A
     Six Months Ended December 31, 1992(e)    8.38       4.06%(b)        8,924       .77%(c)       10.33%(c)   20.6%(c)      N/A
     Year Ended June 30, 1992                 8.93      20.70%           8,556       .77%          11.00%      31.3%         N/A

   PRINCIPAL MONEY MARKET FUND, INC.

     Six Months Ended June 30, 1997           1.000      2.50%(b)       43,688       .55%(c)        5.06%(c)     N/A         N/A
     Year Ended December 31,
       1996                                   1.000      5.07%          46,244       .56%           5.00%        N/A         N/A
       1995                                   1.000      5.59%          32,670       .58%           5.32%        N/A         N/A
       1994                                   1.000      3.76%          29,372       .60%           3.81%        N/A         N/A
       1993                                   1.000      2.69%          22,753       .60%           2.64%        N/A         N/A
     Six Months Ended December 31, 1992(e)    1.000      1.54%(b)       27,680       .59%(c)        3.10%(c)     N/A         N/A
     Year Ended June 30, 1992                 1.000      4.64%          25,194       .57%           4.54%        N/A         N/A

   PRINCIPAL WORLD FUND, INC.

     Six Months Ended June 30, 1997          15.18      16.98%(b)      107,095       .84%(c)        2.92%(c)   25.4%(c)    .0186
     Year Ended December 31,
       1996                                  13.02      25.09%          71,682       .90%           2.28%      12.5%       .0120
       1995                                  10.72      14.17%          30,566       .95%           2.26%      15.6%         N/A
     Period Ended December 31, 1994(f)        9.56      (3.37)%(b)      13,746      1.24%(c)        1.31%(c)   14.4%(c)      N/A

See accompanying notes.
</TABLE>
<PAGE>
(a)  Due  to the  timing  of  dividend  distributions  and  the  differences  in
     accounting for income and realized  gains (losses) for financial  statement
     and  federal  income tax  purposes,  the fiscal  year in which  amounts are
     distributed may differ from the year in which the income and realized gains
     (losses) are recorded for  financial  statement  purposes by the fund.  The
     differences  between the income and gains  distributed on a book versus tax
     basis are shown in the Financial  Highlights as excess  distributions  from
     net investment income and from capital gains.

(b)  Total return amounts have not been annualized.

(c)  Computed  on an annualized basis.

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

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

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


<TABLE> <S> <C>

<ARTICLE> 6
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                       84,463,498
<INVESTMENTS-AT-VALUE>                      85,325,737
<RECEIVABLES>                                  819,787
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                             2,332
<TOTAL-ASSETS>                              86,147,856
<PAYABLE-FOR-SECURITIES>                       981,875
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                       66,123
<TOTAL-LIABILITIES>                          1,047,998
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                    84,809,246
<SHARES-COMMON-STOCK>                        8,255,462
<SHARES-COMMON-PRIOR>                        4,748,214
<ACCUMULATED-NII-CURRENT>                       45,745
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                      (617,372)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                       862,239
<NET-ASSETS>                                85,099,858
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                            5,055,471
<OTHER-INCOME>                                       0
<EXPENSES-NET>                               (377,748)
<NET-INVESTMENT-INCOME>                      4,677,723
<REALIZED-GAINS-CURRENT>                        98,466
<APPREC-INCREASE-CURRENT>                  (1,337,219)
<NET-CHANGE-FROM-OPS>                        3,438,970
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                  (4,644,240)
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                      4,520,032
<NUMBER-OF-SHARES-REDEEMED>                (1,457,956)
<SHARES-REINVESTED>                            445,172
<NET-CHANGE-IN-ASSETS>                      35,020,389
<ACCUMULATED-NII-PRIOR>                         16,895
<ACCUMULATED-GAINS-PRIOR>                    (715,838)
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                          360,968
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                377,748
<AVERAGE-NET-ASSETS>                        72,373,504
<PER-SHARE-NAV-BEGIN>                            10.55
<PER-SHARE-NII>                                    .59
<PER-SHARE-GAIN-APPREC>                          (.24)
<PER-SHARE-DIVIDEND>                             (.59)
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              10.31
<EXPENSE-RATIO>                                    .52
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        


</TABLE>


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