ALLIANZ LIFE VARIABLE ACCOUNT A
485BPOS, 1996-11-07
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                                              Registration Nos. 33-11158
                                                                811-4965
========================================================================

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                     POST-EFFECTIVE AMENDMENT NO.    10    

                                       TO

                                    FORM S-6

                FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933

                     OF SECURITIES OF UNIT INVESTMENT TRUST

                            REGISTERED ON FORM N-8B-2



ALLIANZ LIFE VARIABLE ACCOUNT A

_______________________________
(Exact Name of Trust)


ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA

_______________________________________________
(Name of Depositor)


1750 Hennepin Avenue, Minneapolis, MN                55403-2195
_______________________________________________      __________
(Address of Depositor's Principal Executive Offices) (Zip Code)


Name and Address of Agent for Service
_____________________________________
Michael T. Westermeyer
Allianz Life Insurance Company of North America
1750 Hennepin Avenue
Minneapolis, MN  55403-2195

Copies to:
Judith A. Hasenauer
Blazzard, Grodd & Hasenauer, P.C.
P.O. Box 5108
Westport, CT 06881
(203) 226-7866

Title and amount of securities being registered:
    Individual Flexible Premium Variable Life Insurance Policies.


It is proposed that this filing will become effective:

   
     _____immediately upon filing pursuant to paragraph (b) of Rule 485

     __X__on November 8, 1996 pursuant to paragraph (b) of Rule 485

     _____60 days after filing pursuant to paragraph (a)(1) of Rule 485

     _____on (date) pursuant to paragraph (a)(1) of Rule 485
    

If appropriate, check the following box:

     [   ] this post-effective amendment designates a new effective
           date for a previously filed post-effective amendment.

Registrant has declared that it has registered an indefinite number or
amount of securities in accordance with Rule 24f-2 under the Investment
Company Act of 1940.  Registrant filed a Rule 24f-2 Notice for the most
recent fiscal year on or about February 28, 1996.


                    CROSS REFERENCE TO ITEMS REQUIRED

                            BY FORM N-8B-2
<TABLE>
<CAPTION>
N-8B-2 ITEM                           CAPTION ON PROSPECTUS
___________                           _____________________
<S>                                  <C>

1                                     The Company, The Variable Account

2                                     The Company

3                                     Not Applicable

4                                     Distribution of the Policy

5                                     The Variable Account

6(a)                                  Not Applicable
 (b)                                  Not Applicable

9                                     Not Applicable

10                                    Premium Payments

11                                    Franklin Valuemark Funds
 
12                                    Franklin Valuemark Funds

13                                    Deductions and Charges

14                                    Premium Payments

15                                    The Variable Account

16                                    Franklin Valuemark Funds
 
17                                    Account Value, Cash  Surrender Value
                                       and Transfer Rights
         
18                                    Premium Payments

19                                    Not Applicable

20                                    Not Applicable

21                                    Not Applicable

22                                    Not Applicable

23                                    Not Applicable

24                                    Not Applicable

25                                    The Company

26                                    The Company

27                                    The Company

28                                    The Company

29                                    The Company

30                                    The Company

31                                    Not Applicable

32                                    Not Applicable

33                                    Not Applicable

34                                    Not Applicable

35                                    The Company

37                                    Not Applicable

38                                    Distribution of the Policy
                                     
39                                    Distribution of the Policy
                                    
40                                    Not Applicable

41(a)                                 Distribution of the Policy
                                  
42                                    Not Applicable

43                                    Not Applicable

44                                    Premium Payments

45                                    Not Applicable

46                                    Account Value, Cash Surrender Value
                                       and Transfer Rights

47                                    Not Applicable

48                                    Not Applicable

49                                    Not Applicable

50                                    Not Applicable

51                                    The Company

52                                    Franklin Valuemark Funds

53                                    Tax Status

54                                    Financial Statements

55                                    Not Applicable

</TABLE>
<PAGE>

                ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
 
                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
 
<TABLE>
<S>                                      <C>
ISSUED BY:                               ADMINISTERED BY:
Allianz Life Insurance Company           Allianz Life ValueLife
  of North America                       Service Center
1750 Hennepin Avenue                     2323 Bryan Street
Minneapolis, MN 55403                    Dallas, TX 75201
(800) 542-5427                                 or
                                         P.O. Box 219066
                                         Dallas, TX 75221
                                         (800) 525-7330
</TABLE>


   
     This Prospectus describes a flexible premium variable life insurance policy
('Policy')   offered  by  Allianz  Life  Insurance   Company  of  North  America
('Company').  The Policy has been designed to be used in connection  with estate
planning and other insurance needs of individuals.
 

     Upon  acceptance,  premiums  will be  allocated  to Allianz  Life  Variable
Account A ('Variable Account'),  a separate account of the Company. The Variable
Account is divided into Sub- Accounts.  Each Sub-Account  invests in one Fund of
Franklin Valuemark Funds ('Trust'). The Trust is a series fund with twenty-three
Funds, seventeen of which are currently available in connection with the Policy:
the Money  Market  Fund,  the High Income  Fund,  the  Templeton  Global  Income
Securities  Fund,  The U.S.  Government  Securities  Fund, the Growth and Income
Fund, the Income  Securities  Fund, the Mutual Shares  Securities Fund, the Real
Estate  Securities  Fund, the Rising  Dividends Fund, the Templeton Global Asset
Allocation  Fund, the Utility  Equity Fund, the Precious  Metals Fund, the Small
Cap Fund, the Templeton  Developing  Markets  Equity Fund, the Templeton  Global
Growth Fund, the Templeton  International Equity Fund, and the Templeton Pacific
Growth Fund. Prior to May 1, 1996, the Templeton  Global Income  Securities Fund
was  known  as  the  Global   Income  Fund.   See   'Summary'  and  'Tax  Status
Diversification' for a discussion of owner control of the underlying investments
in a variable life policy.  IN CALIFORNIA,  THE MUTUAL SHARES SECURITIES FUND IS
NOT AVAILABLE UNTIL APPROVED BY THE CALIFORNIA INSURANCE DEPARTMENT. (CHECK WITH
YOUR AGENT REGARDING AVAILABILITY.)
    
 
     The Owner of the Policy bears the complete investment risk for all
amounts allocated to the Variable Account. The Cash Value and under certain
circumstances, the Death Benefit of the Policy may increase or decrease
depending on the investment experience of the Variable Account.
 
     IT MAY NOT BE ADVANTAGEOUS TO PURCHASE THE POLICY AS A REPLACEMENT FOR
ANOTHER TYPE OF LIFE INSURANCE. IT ALSO MAY NOT BE ADVANTAGEOUS TO PURCHASE
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE TO OBTAIN ADDITIONAL INSURANCE
PROTECTION IF THE PURCHASER ALREADY OWNS ANOTHER FLEXIBLE PREMIUM LIFE INSURANCE
POLICY.
 
     THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
 
PLEASE READ THIS PROSPECTUS CAREFULLY AND RETAIN IT FOR FUTURE REFERENCE.
 
THIS PROSPECTUS MUST BE ACCOMPANIED BY OR PRECEDED BY A CURRENT PROSPECTUS FOR
FRANKLIN VALUEMARK FUNDS.
 
   
Dated: November 8, 1996
    
<PAGE>
                               TABLE OF CONTENTS


<TABLE>
<S>                                              <C>
                                                    PAGE
                                                 -----------
DEFINITIONS....................................           1
 
SUMMARY........................................           2
 
THE COMPANY....................................           4
 
THE VARIABLE ACCOUNT...........................           4
 
FRANKLIN VALUEMARK FUNDS.......................           4
  General......................................           5
  Substitution of Securities...................           5
       
PREMIUM PAYMENTS...............................           5
  General......................................           5
  Planned Periodic Premiums....................           5
  Unscheduled Premiums.........................           6
  Grace Period.................................           6
  Reinstatement................................           6
  Allocation of Premium........................           7
  Dollar Cost Averaging........................           7
 
DEDUCTIONS AND CHARGES.........................           8
  Mortality and Expense Risk Charge............           8
  Administrative Charges.......................           8
  Insurance Risk Charges.......................           8
  Charges for Additional Benefit
     Riders....................................           9
  Surrender Charges............................           9
  Partial Surrender Fee........................          10
  Premium Taxes................................          10
  Transfer Fee.................................          10
  Other Expenses...............................          10
  Income Tax Charge............................          10
 
DEATH BENEFIT..................................          10
  Death Benefit................................          10
  Change in Death Benefit......................          11
  Change in Face Amount........................          11
     Face Amount Increase......................          11
     Face Amount Decrease......................          11
  Guaranteed Death Benefit Rider...............          12
  Accelerated Benefit Rider....................          12
 
POLICY ACCOUNT, CASH VALUE, NET CASH VALUE,
  TRANSFER RIGHTS AND SURRENDERS...............          12
  Policy Account...............................          12
  Method of Determining
     Sub-Account Values........................          13
  Cash Value, Net Cash Value...................          13
                                                    PAGE
                                                 -----------
  Transfer Rights..............................          13
  Partial Surrenders...........................          14
  Full Surrenders..............................          14
 
LOAN PROVISIONS................................          15
  Policy Loans.................................          15
  Loan Interest Charged........................          15
  Loan Limit...................................          16
  Security.....................................          16
  Restrictions on Making Loans.................          16
  Repaying Policy Debt.........................          16
  Limit on Policy Debt.........................          16
 
OWNERSHIP......................................          16
  Transfer of Ownership........................          16
  Assignment...................................          16
 
BENEFICIARY PROVISIONS.........................          17
 
DELAY OF PAYMENTS..............................          17
 
MANAGEMENT OF THE COMPANY......................          17
 
TAX STATUS.....................................          18
  Introduction.................................          18
  Diversification..............................          18
  Tax Treatment of the Policy..................          19
  Policy Proceeds..............................          20
  Tax Treatment of Loans and
    Surrenders.................................          20
  Multiple Policies............................          21
  Tax Treatment of Assignments.................          21
  Qualified Plans..............................          21
 
VARIABLE ACCOUNT VOTING
  RIGHTS.......................................          21
  Disregard of Voting Instructions.............          21
 
DISTRIBUTION OF THE POLICY.....................          22
 
REPORTS TO OWNERS..............................          22
 
LEGAL PROCEEDINGS..............................          22
 
EXPERTS........................................          22
 
LEGAL OPINIONS.................................          22
 
FINANCIAL STATEMENTS...........................          22
 
APPENDIX A.....................................          92
</TABLE>
                                       i
<PAGE>
                                  DEFINITIONS
 
   
Annual Guaranteed Coverage Premium.  The Annual Guaranteed Coverage Premium is
equal to twelve times the Guaranteed Coverage Premium.
    
 
Beneficiary, Contingent Beneficiary.  The person or persons who will receive any
death benefit proceeds. The Primary Beneficiary and the Contingent Beneficiary,
if any, are named in the application, unless changed. The Contingent
Beneficiary, if any, will become the Beneficiary should the Primary Beneficiary
die prior to the date of death of the Insured.
 
Cash Value.  The Policy Account minus the Surrender Charge.
 
Company.  Allianz Life Insurance Company of North America.
 
Death Benefit.  The amount to be paid to the Beneficiary upon the death of the
Insured.
 
Eligible Investment.  Those investments available under the Policy.
 
Face Amount of Insurance.  The amount of coverage chosen by the Owner used to
determine the Death Benefit. The minimum Face Amount is $100,000.
 
Fixed Account.  The Company's general invest-ment account which contains all the
assets of the Company with the exception of the Variable Account and other
segregated asset accounts.
 
   
Guaranteed Coverage Premium.  The Guaranteed Coverage Premium is a monthly
target premium amount which will vary by the issue age, sex, and underwriting
classification of the Insured as well as the amount and type of coverage
involved. There is a distinct Guaranteed Coverage Premium for the base policy
(death benefit) as well as each rider attached to the base policy.
    
 
Insurance Risk Amount.  The excess of the Death Benefit over the Policy Account.
 
Insured.  The person whose life is covered by the Policy. The Insured is named
on the Coverage Page of the Policy.
 
Issue Date.  The date when the Insured's life is covered under the Policy. The
Issue Date is shown on the Coverage Page of the Policy.
 
Maturity Benefit.  An amount equal to the Policy Account less any outstanding
Policy Debt. This amount will be paid to the Owner on the Maturity Date.
 
Maturity Date.  The last date on which premiums can be paid and coverage
continued under the Policy.
 
Net Cash Value.  The Cash Value minus any Policy Debt.
 
Owner.  The person having all rights under the Policy. The Owner as of the Issue
Date is named on the Coverage Page of the Policy.
 
Policy Account.  The sum of the amounts in the Fixed Account and in the
Sub-Accounts of the Variable Account under the Policy.
 
Policy Debt.  The total of any outstanding loans made on the Policy, including
interest paid in advance for the current Policy Year.
 
Policy Month.  The first Policy Month starts on the Issue Date. Future Policy
Months start on the same day in each subsequent month, known as a Monthly
Anniversary Date.
 
Policy Year, Policy Anniversary.  The first Policy Year starts on the Issue
Date. Future Policy Years start on the same day and month in each subsequent
year, known as a Policy Anniversary.
 
Reallocation Date.  The date thirty (30) days after the Policy is released to an
active status in the Company's processing system.
 
Service Office.  The Company's ValueLife Service Center shown on the cover page.
 
Sub-Account.  A segment of the Variable Account. Each Sub-Account is invested in
shares of a Fund of an Eligible Investment.
 
   
Surrender Charge Premium.  The Surrender Charge Premium is equal to the Annual
Guaranteed Coverage Premium for the base policy death benefit coverage of a
standard mortality risk. The Surrender Charge Premium will vary with the issue
age, sex, and smoking classification of the Insured as well as the face amount
of the base policy.
 
Total Guaranteed Coverage Premium.  The Total Guaranteed Coverage Premium is the
sum of the Guaranteed Coverage Premium of the base policy and the Guaranteed
Coverage Premium of any riders attached to the base policy. During the first ten
years after the policy is issued the Total Guaranteed Coverage Premium is used
in the calculation of the Minimum Required Premium to keep the policy in force.
    
 
Valuation Date.  The Variable Account will be valued each day that the New York
Stock Exchange is open for trading which is Monday through Friday, except for
normal business holidays.
 
Valuation Period.  The period commencing at the close of business of the New
York Stock Exchange on each Valuation Date and ending at the close of business
for the next succeeding Valuation Date.
 
Variable Account.  A separate account maintained by the Company into which
premiums for the Policy and certain other policies are allocated. The Variable
Account has been designated 'Allianz Life Variable Account A'. Prior to May 1,
1993, the name of the Variable Account was NALAC Variable Account A.
 
                                       1
<PAGE>
                                    SUMMARY
 
THE POLICY
 
     The Policy described in this Prospectus is a flexible premium variable life
insurance policy.  The Policy is 'flexible' because unlike the fixed premium and
benefits of an ordinary whole life insurance policy, the frequency and amount of
premium  payments can vary, the Owner can choose  between death benefit  options
and can increase or decrease the amount of  insurance  coverage,  all within the
same policy of insurance.
 
     The Policy is 'variable' because the Policy Account,  when allocated to the
Variable  Account,  and under certain  circumstances the death benefit under the
Policy,  may increase or decrease  depending upon the investment  results of the
selected Eligible Investments or Portfolios within an Eligible Investment.
 
   
     There  are two  death  benefit  options:  Option A and  Option  B. If Death
Benefit  Option A is in effect,  the Death  Benefit is the  greater of the total
Face Amount at the  beginning  of the Policy  Month when the death occurs or the
Policy Account on the date of death multiplied by the applicable  factor.  Under
this  option,  the  amount of the Death  Benefit  is  fixed,  except  when it is
determined by such a percentage.  If Death  Benefit  Option B is in effect,  the
Death  Benefit is the greater of the total Face Amount at the  beginning  of the
Policy Month when the death occurs plus the Policy  Account on the date of death
or the Policy Account on the date of death multiplied by the applicable  factor.
Under this option,  the amount of the Death  Benefit is variable.  The Owner may
change the death benefit option which was selected.
    
 
     During the life of the Insured,  the Owner can surrender the Policy for all
or part of its Net Cash Value.
 
     The  Owner  may  obtain a Policy  Loan,  using  the  Policy  Cash  Value as
security.
 
     The Company makes  available a number of riders that can be elected to meet
a variety of needs of the Insured. See 'Death Benefit' section for a description
of the Guaranteed Death Benefit Rider and the Accelerated Benefit Rider.
 
     The  Policy  has  been  designed  to  comply  with the  definition  of life
insurance  contained in Section 7702 of the  Internal  Revenue Code of 1986,  as
amended ('Code').  However,  the law in this regard is very complex and unclear.
While every attempt has been made to comply, there is the risk that the Internal
Revenue  Service will not concur with the Company's  interpretations  of Section
7702 that were made in determining such compliance.  Furthermore,  under certain
circumstances,  the Policy could be treated as a 'modified  endowment  contract'
under Section 7702A of the Code.  For a further  discussion,  see 'Tax Status --
Tax Treatment of the Policy.'
 
THE VARIABLE ACCOUNT
 
   
     The  Variable  Account  is a  separate  account  of the  Company  which was
established  to hold the  investments  which  underlie the Policy.  The Variable
Account is divided  into  Sub-Accounts.  Each of the  Sub-Accounts  is  invested
solely in the shares of one of the Funds of the Trust. (See 'Franklin  Valuemark
Funds.')
 
     The Treasury  Department has indicated  that  guidelines may be forthcoming
under  which a  variable  life  insurance  policy  will not be  treated  as life
insurance for tax purposes if the Owner of the Policy has excessive control over
the  investments  underlying  the Policy.  The issuance of such  guidelines  may
require the Company to impose  limitations  on the Owner's  right to control the
investment. It is not known whether any such guidelines would have a retroactive
effect. (See 'Tax Status -- Diversification.')
    
 
DEDUCTIONS AND CHARGES
 
     The Company makes certain deductions from premiums,  the Policy Account and
from the assets of the Variable  Account.  These deductions are made for premium
taxes, for mortality and expense risks, for administrative  expenses,  for sales
charges and for providing life  insurance  protection.  These  deductions can be
summarized as follows:
 
          Charge for Premium  Taxes.  This charge is for state and local premium
     taxes and is deducted  from each  premium  payment.  The charge is equal to
     2.5% of each premium payment and  approximates  the average expenses to the
     Company  associated  with premium  taxes.  See  'Deductions  and Charges --
     Premium Taxes.'
 
          Mortality and Expense Risk Charge.  This risk charge is guaranteed not
     to exceed,  on an annual  basis,  0.90% of the average  daily net assets of
     each  Sub-Account  and is deducted from the  Sub-Account  on each Valuation
     Date. The current risk charge is equal, on an annual basis, to 0.60% of the
     average daily net assets of each Sub-Account.
 
   
          Administrative Charges. These charges are equal to:
    
 
               a) on an annual  basis,  0.15% of the average daily net assets of
          each  Sub-Account  and  is  deducted  from  the  Sub-Account  on  each
          Valuation Date; plus
                                       2
<PAGE>
               b) $20 per Policy  Month for the first  Policy  Year,  and $9 per
          Policy Month guaranteed  thereafter.  Currently,  the charge is $5 per
          Policy Month after the first Policy Year.  These  amounts are deducted
          from the Policy Account on the Monthly Anniversary Date.
 
          Charges for Additional  Benefit Riders.  The amount of the charge,  if
     any,  each Policy Month for  additional  benefit  riders is  determined  in
     accordance with the rider and is shown on the Coverage Page of the Policy.
 
          Insurance Risk Charge. On each Monthly Anniversary Date, the Company
     deducts from the Policy Account the cost of insurance for the next Policy
     Month. This charge provides death benefit protection for the following
     Policy Month.
 
   
          Surrender Charges. A Surrender Charge may be deducted in the event of
     a full or partial surrender. The Surrender Charges contain: a Deferred
     Administrative Expense and a Deferred Sales Load. The Deferred
     Administrative Expense is $5.00 per $1,000 of Face Amount of Insurance for
     the first three Policy Years, then grades linearly to zero over Policy
     Years 4 through 13. The Deferred Sales Load is the lesser of 30% of the
     Surrender Charge Premium, plus 5% of all premiums over the Surrender Charge
    Premium (SCP), or the following percentage of SCP.
    
 
<TABLE>
     <S>                                    <C>
     YEARS                                     % OF SCP
     -------------------------------------  ---------------
     1-8..................................            65%
      9...................................            60%
     10...................................            55%
     11...................................            44%
     12...................................            33%
     13...................................            22%
     14...................................            11%
     15+..................................             0%
</TABLE>
 
   
          The Surrender Charge Premium (SCP) is equal to the Annual Guaranteed
     Coverage Premium for the base policy death benefit coverage of a standard
     mortality risk. The SCP will vary with the issue age, sex, and smoking
     classification of the Insured as well as the face amount of the base
     policy.
    
 
          For some higher issue ages, the Standard Non-Forfeiture Law of the
     state where the Policy is delivered may limit Surrender Charges to amounts
     less than those defined above. A Surrender Charge may also be deducted in
     the event of a decrease in Face Amount.
 
          Partial Surrender Fee. If the Owner surrenders only a portion of the
     Net Cash Value at any time during the Insured's lifetime, there is an
     administrative fee assessed which is currently equal to the lesser of $25
     or 2% of the Partial Surrender Amount. A Partial Surrender that does not
     exceed 10% of the Net Cash Value may be made once each Policy Year without
     incurring a Surrender Charge or the Partial Surrender Fee.
 
          Transfer Fee. The Owner may transfer values from one Sub-Account to
     another or to or from the Fixed Account. The first 12 transfers in a Policy
     Year are free. The fee for each additional transfer is the lesser of $25 or
     2% of the amount transferred. Prescheduled automatic dollar cost averaging
     transfers are not counted.
 
          Other Expenses. The investment managers for the Trust are paid fees
     for their services based upon each Fund's net assets.
 
RIGHT TO EXAMINE
 
     The Policy may be cancelled by returning it with a written request for
cancellation to the Company at its ValueLife Service Center by the later of: (a)
the 20th day after the Owner receives it; or (b) the 45th day after the
application was signed. If this is done, the Company will refund any premium
paid. Prior to the Reallocation Date, premiums will be allocated to the Money
Market Sub-Account. On the Reallocation Date, the amount in the Money Market
Sub-Account will be allocated to the Sub-Accounts of the Variable Account and to
the unloaned portion of the Fixed Account according to the allocation
percentages on the application. This transfer does not count in determining the
applicability of the transfer fee. The Reallocation Date is the date 30 days
after the Policy is released to an active status in the Company's processing
system.
 
CHANGE IN PLAN
 
     The Owner may exchange the Policy for a similar one for another plan of
insurance. Any such change of plan is subject to the Company's approval and the
requirements and payment it may determine.
 
                                       3
<PAGE>
                                  THE COMPANY
 
   
     Allianz Life Insurance  Company of North America (the 'Company') is a stock
life  insurance  company  organized  under the laws of the state of Minnesota in
1896.  The  Company is a  wholly-owned  subsidiary  of Allianz  Versicherungs-AG
Holding ('Allianz').  Allianz is headquartered in Munich, Germany, and has sales
outlets  throughout  the world.  The  Company  offers  fixed and  variable  life
insurance and annuities, and group life, accident and health insurance.
    
 
     NALAC Financial Plans, Inc. is a wholly-owned subsidiary of the Company. It
provides marketing services for the Company and is the principal  underwriter of
the Policy.  NALAC Financial Plans,  Inc. is reimbursed for expenses incurred in
the distribution of the Policies.
 
     The Company provides administration for the Policy at its ValueLife Service
Center:  2323 Bryan  Street,  Dallas,  TX 75201 or P.O. Box 219066,  Dallas,  TX
75221, (800) 525-7330.
 
                              THE VARIABLE ACCOUNT
 
     The Board of Directors of the Company  established the Variable  Account on
May 31,  1985.  The  Variable  Account is  registered  with the  Securities  and
Exchange  Commission as a unit investment trust under the Investment Company Act
of 1940, as amended (the '1940 Act').
 
     The  assets  of the  Variable  Account  are the  property  of the  Company.
However,  the assets of the  Variable  Account  equal to the  reserves and other
policy  liabilities with respect to the Variable Account are not chargeable with
liabilities  arising out of any other business the Company may conduct.  Income,
gains and losses, whether or not realized, are, in accordance with the Policies,
credited to or charged  against the  Variable  Account  without  regard to other
income, gains or losses of the Company. The Company's  obligations arising under
the Policies are general corporate obligations.
 
     The Variable Account meets the definition of a 'separate account' under the
federal securities laws.
 
     The Variable Account is divided into  Sub-Accounts  with the assets of each
Sub-Account invested in one of the Funds of Franklin Valuemark Funds.       

 
                            FRANKLIN VALUEMARK FUNDS
 
   
     Each of the  Sub-Accounts of the Variable Account is invested solely in the
shares of one of the  Funds of  Franklin  Valuemark  Funds  ('Trust').  Franklin
Valuemark  Funds is  comprised  of  twenty-three  Funds,  seventeen of which are
currently   available  in  connection  with  the  Policies   described  in  this
Prospectus.  The Trust is an open-end  management  investment company registered
under the 1940 Act. The  investment  objectives of each Fund and a discussion of
potential risks are found in the prospectus for the Trust which is included with
this Prospectus and incorporated herein by reference.
 
     PURCHASERS SHOULD READ THIS PROSPECTUS AND THE ACCOMPANYING  PROSPECTUS FOR
THE TRUST CAREFULLY BEFORE INVESTING.
    
 
   
     Franklin  Advisers,  Inc.  ('Advisers'),  serves as each Fund's (except the
Rising   Dividends  Fund,  the  Templeton  Global  Growth  Fund,  the  Templeton
Developing  Markets Equity Fund, the Templeton  Global Asset Allocation Fund and
the Mutual Shares Securities Fund) investment  manager.  The investment  manager
for the Templeton  Global Growth Fund and the Templeton  Global Asset Allocation
Fund is  Templeton  Global  Advisors  Limited.  The  investment  manager for the
Templeton  Developing Markets Equity Fund is Templeton Asset Management Ltd. The
investment  manager for the Mutual  Shares  Securities  Fund is Franklin  Mutual
Advisers, Inc. Franklin Advisory Services, Inc. replaced Advisers as the Manager
for the  Rising  Dividends  Fund on July 1, 1996.  All  investment  managers  or
subadvisers are referred to collectively as 'Managers.'
 
     The Managers are direct or indirect  wholly-owned  subsidiaries of Franklin
Resources,  Inc., a publicly-owned holding company. The Managers, subject to the
overall policies, control, direction, and review of the Board of Trustees of the
Trust,  are responsible for  recommending  and providing  advice with respect to
each Fund's investments, and for determining which securities will be purchased,
retained or sold as well as for  execution  of portfolio  transactions.  Certain
Managers have retained one or more subadvisers.    
       
 
   
     Franklin Templeton Services, Inc. ('Fund Administrator'),  provides certain
administrative facilities and services for the Funds.
 
     Franklin Templeton Investor Services,  Inc., also a wholly-owned subsidiary
of Franklin Resources, Inc., maintains the records of the Trust's
    

                                       4
<PAGE>
shareholder accounts, processes purchases and redemptions of shares, and serves
as each Fund's dividend paying agent.
    
THE FOLLOWING FUNDS ARE AVAILABLE:
 
FUND SEEKING STABILITY
OF PRINCIPAL AND INCOME
 
  Money Market Fund
 
FUNDS SEEKING CURRENT INCOME
 
  High Income Fund
  Templeton Global Income Securities Fund
  The U.S. Government Securities Fund
 
FUNDS SEEKING GROWTH AND INCOME
 
  Growth and Income Fund
  Income Securities Fund
  Mutual Shares Securities Fund
  Real Estate Securities Fund
  Rising Dividends Fund
  Templeton Global Asset Allocation Fund
  Utility Equity Fund
 
FUNDS SEEKING CAPITAL GROWTH
 
  Precious Metals Fund
  Small Cap Fund
  Templeton Developing Markets Equity Fund
  Templeton Global Growth Fund
  Templeton International Equity Fund
  Templeton Pacific Growth Fund
    
       
 
GENERAL
 
     There is no assurance  that the  investment  objectives of any of the Funds
will be met. Owners bear the complete  investment risk for Policy Account values
allocated to a Sub-Account.
 
     Additional Funds and/or additional  Eligible  Investments may, from time to
time, be made  available as  investments  to underlie the Policy.  However,  the
right to make such  selections  will be  limited  by the  terms  and  conditions
imposed on such transactions by the Company.
 
     Trust  shares are issued and  redeemed  only in  connection  with  variable
annuity  contracts and variable life insurance  policies issued through separate
accounts  of the  Company  and its  affiliates.  The Trust does not  foresee any
disadvantage  to  Owners  arising  out of the fact  that the  Trust  may be made
available to separate  accounts which are used in connection  with both variable
annuity and variable life insurance products. Nevertheless, the Trust's Board of
Trustees   intends  to  monitor   events  in  order  to  identify  any  material
irreconcilable  conflicts which may possibly arise and to determine what action,
if any, should be taken in response  thereto.  If such a conflict were to occur,
one of the separate  accounts might  withdraw its investment in the Trust.  This
might force the Trust to sell portfolio securities at disadvantageous prices.
 
SUBSTITUTION OF SECURITIES
 
   
     If the shares of any Fund of the Trust  should no longer be  available  for
investment  by the Variable  Account or if, in the judgment of the Company,  the
substitution of shares of any Fund for another would be in the best interests of
Policy Owners in view of the purpose of the Policy,  the Company may  substitute
shares  of  another  Eligible   Investment  (or  Fund  within  the  Trust).   No
substitution  of  securities  in any  Sub-Account  may take place  without prior
approval of the Securities and Exchange  Commission and under such  requirements
as it may impose.
    
       
 
                                PREMIUM PAYMENTS
 
GENERAL
 
     The initial premium for a Policy is due before the Company will deliver the
Policy.  Before the  Company  will  deliver a Policy,  the  application  and the
premium  must be in good order as  determined  by the  Company's  administrative
rules.
 
PLANNED PERIODIC PREMIUMS
 
     Planned periodic premiums may be paid annually, semi-annually, quarterly or
monthly.  The Owner selects the planned periodic premium and payment interval at
the time of  application.  The Owner may  change the  amount  and  frequency  of
premiums.  The Company has the right to limit the amount of any  increase.  Each
premium after the initial premium must be at least $25 ($50 in Maryland). Except
in Maryland,  the Company may increase this minimum limit 90 days after it sends
the Owner a written notice of such increase.
 
UNSCHEDULED PREMIUMS
 
     Additional  unscheduled  premium payments can be made at any time while the
Policy is in force.  The Company has the right to limit the number and amount of
such  premium  payments.  In order to preserve the  favorable  tax status of the
Policy,  the Company  may limit the amount of  premiums  paid and may return any
premiums that exceed the limits under the tax laws of the United States.
 
                                       5
<PAGE>
GRACE PERIOD
 
     During the first 10 Policy Years (5 Policy Years in Massachusetts), a grace
period begins on the Monthly Anniversary Date when:
 
       o the Net Cash Value is not large enough to cover the monthly deduction
         made on that date; and
 
       o adjusted premium payments are less than Accumulated Guaranteed Coverage
         Premiums.
 
     Adjusted premium payments as of a Monthly Anniversary Date equal:
 
       o total premiums the Company has received on or before that date; minus
 
       o any partial surrenders the Owner has made on or before that date, and
         any Policy Debt.
 
     Accumulated Guaranteed Coverage Premiums as of a Monthly Anniversary Date
equal:
 
       o the Total Guaranteed Coverage Premium; multiplied by
 
       o one plus the number of months the Policy has been in force as of that
         Monthly Anniversary Date.
 
     If the same Total Guaranteed  Coverage Premium has not been in effect every
month during this period, Accumulated Guaranteed Coverage Premiums will be based
on the different premiums that were in effect and the number of months for which
each applied.
 
     After the first 10 Policy Years (5 Policy Years in Massachusetts),  a grace
period  begins on the  Monthly  Anniversary  Date when the Net Cash Value is not
large enough to cover the monthly deduction made on that date.
 
     The Company  will  continue  the Policy in effect for 61 days after a grace
period  begins.  If the Insured  dies during a grace  period,  the Company  will
deduct  the  premium  that  would have been  required  to keep the  Policy  from
terminating at the end of the grace period,  as described below, from the amount
it would otherwise pay.
 
     The Policy will terminate without value at the end of a grace period unless
the Company  receives a premium large enough to keep the Policy from terminating
at the end of that grace  period,  as described  below,  before the grace period
ends. This premium must also meet the minimum premium requirements.
 
     During the first 10 Policy  Years (5 Policy  Years in  Massachusetts),  the
premium  required  to keep the  Policy  from  terminating  at the end of a grace
period equals the lesser of:
 
       o three monthly deductions; or
 
       o Accumulated Guaranteed Coverage Premiums for the Monthly Anniversary
         Date when the grace period began minus adjusted premium payments as of
         that date.
 
     After the first 10 Policy  Years (5  Policy  Years in  Massachusetts),  the
premium  required  to keep the  Policy  from  terminating  at the end of a grace
period equals three monthly deductions.
 
     The  Company  will  notify the Owner in  writing at least 31 days  before a
grace period ends. The notice will show how much must be paid to keep the Policy
from  terminating  at the end of that grace  period.  The Company  will send the
notice to the Owner's last known address on file.
 
REINSTATEMENT
 
     The Policy may be reinstated  (coverage restored) anytime within five years
after it has  terminated at the end of a grace  period.  To reinstate the Policy
the Owner must:
 
       o submit an application for reinstatement;
 
       o submit proof satisfactory to the Company that the Insured is still
         insurable at the risk classification that applies for the latest Face
         Amount portion then in effect;
 
       o pay or agree to reinstatement of any Policy Debt; and
 
       o pay the premium required to reinstate the Policy.
 
     The  premium  required  to  reinstate  the  Policy  equals the total of the
following amounts:
 
       o the amounts that would have been required for the Policy to continue in
         force without entering a grace period for each month during the grace
         period at the end of which it terminated; and
 
       o the amount that will be required for the Policy to continue in force
         without entering a grace period for the next 3 months after the
         reinstatement date.
 
     The reinstatement date will be the Monthly Anniversary Date on or following
the day the Company  approves  the  application  for  reinstatement.  The Policy
Account on the  reinstatement  date will be equal to the  Policy  Account on the
Monthly Anniversary Date when the grace period

                                       6
<PAGE>
     ended. The Surrender Charge on the reinstatement  date will be equal to the
Surrender Charge on the Monthly Anniversary Date when the grace period ended.
 
     The Policy may not be reinstated after:
 
       o it has been surrendered for its Net Cash Value; or
 
       o the Insured's Death; or
 
       o the Maturity Date.
 
ALLOCATION OF PREMIUM
 
   
     The  premium  is  allocated  to the  Fixed  Account  or one or  more of the
Sub-Accounts  of the Variable  Account as selected by the Owner.  IN CALIFORNIA,
THE  MUTUAL  SHARES  SECURITIES  FUND IS NOT  AVAILABLE  UNTIL  APPROVED  BY THE
CALIFORNIA INSURANCE DEPARTMENT. (CHECK WITH YOUR AGENT REGARDING AVAILABILITY.)
Prior to the  Reallocation  Date, the initial  premium is allocated to the Money
Market Sub-Account.
 
     On the  Reallocation  Date,  the Policy Account will be allocated to one or
more of the  Sub-Accounts in accordance  with the premium  allocation on record.
This  allocation  is not deemed to be a transfer  subject  to the  transfer  fee
provision  (see  'Transfer  Fee').  The Company  reserves the right to limit the
number of investment  options (17 Franklin  Funds and the Fixed Account) that an
Owner may invest in at any one time.  Currently,  the Owner may only be invested
in a maximum of seven investment  options at any one time throughout the life of
the Policy.
    
 
DOLLAR COST AVERAGING
 
   
     Dollar Cost Averaging is a program which,  if elected,  enables an Owner to
systematically   allocate   specified  dollar  amounts  from  the  Money  Market
Sub-Account or The U.S. Government Securities  Sub-Account to the Policy's other
Sub-Accounts  (maximum  of  five)  at  regular  intervals.  By  allocating  on a
regularly  scheduled  basis,  as opposed to  allocating  the total amount at one
particular  time,  an Owner  may be less  susceptible  to the  impact  of market
fluctuations.
 
     Dollar  Cost  Averaging  may be selected  for 12 to 36 months.  The minimum
amount per period to allocate is $1,000.  All dollar  cost  averaging  transfers
will be made effective the tenth of the month (or the next Valuation Date if the
tenth of the month is not a  Valuation  Date).  Election  into this  program may
occur at any time by  properly  completing  the Dollar Cost  Averaging  election
form,  returning  it to the Company by the first of the month,  to be  effective
that month,  and insuring  that  sufficient  value is in either the Money Market
Sub-Account or The U.S. Government  Securities  Sub-Account.  When utilizing the
Dollar  Cost  Averaging  program,  an Owner must be invested in either the Money
Market  Sub-Account or The U.S.  Government  Securities  Sub-Account  and may be
invested in a maximum of five of the other Sub-Accounts.
 
     Dollar Cost Averaging will terminate when any of the following occurs:  (1)
the number of  designated  transfers  has been  completed;  (2) the value of the
Money Market  Sub-Account  or The U.S.  Government  Securities  Sub-Account  (as
applicable)  is  insufficient  to  complete  the next  transfer;  (3) the  Owner
requests termination in writing and such writing is received by the first of the
month in order to cancel the transfer  scheduled  to take effect that month;  or
(4) the  Policy is  terminated.  There is no  current  charge  for  Dollar  Cost
Averaging  but the Company  reserves the right to charge for this  program.  The
Company does not intend to profit from any such  charge.  In the event there are
additional transfers, the transfer fee may be charged.
    
 
                             DEDUCTIONS AND CHARGES
 
     Deductions under the Policy will be made as follows:
 
MORTALITY AND EXPENSE RISK CHARGE
 
     The  Company  deducts  a  Mortality  and  Expense  Risk  Charge  from  each
Sub-Account  on each  Valuation  Date.  This risk  charge is  guaranteed  not to
exceed,  on an  annual  basis,  0.90% of the  average  daily  net  assets of the
Sub-Account.  The current risk charge is equal,  on an annual basis, to 0.60% of
the average daily net assets of each Sub-Account.  This risk charge  compensates
the Company for assuming the mortality  and expense risks under the Policy.  The
mortality risk assumed by the Company is that the Insureds,  as a group, may not
live as long as expected. The expense risk assumed by the Company is that actual
expenses may be greater than those assumed.  The Company is responsible  for all
administration  of the Policy and the Variable  Account.  The Company expects to
profit from this charge.
 
ADMINISTRATIVE CHARGES
 
     The Company deducts  Administrative  Charges from each  Sub-Account on each
Valuation Date and from the Policy Account on each

                                       7
<PAGE>
     Monthly  Anniversary  Date. The  asset-based  charge is equal, on an annual
basis, to 0.15% of the average daily net assets of the  Sub-Account.  The Policy
charge is equal to $20 per  Policy  Month for the first  Policy  Year and $9 per
Policy Month guaranteed thereafter. Currently, the charge is $5 per Policy Month
after the first Policy  Year.  This charge  reimburses  the Company for expenses
incurred in the  administration of the Policies and the Variable  Account.  Such
expenses  include  but are not  limited to:  confirmations,  annual  reports and
account  statements,  maintenance  of Policy  records,  maintenance  of Variable
Account records,  administrative personnel costs, mailing costs, data processing
costs,  legal fees,  accounting  fees,  filing fees, the costs of other services
necessary for Policy Owner servicing and all accounting,  valuation,  regulatory
and updating requirements. The Company will not profit from the charges and they
will be  reduced to the  extent  that the amount of the  charges is in excess of
that necessary to reimburse the Company for its administrative expenses.  Should
the guaranteed  charges prove to be insufficient,  the Company will not increase
the charges above such guaranteed levels and will incur the loss.
 
INSURANCE RISK CHARGES
 
     The  insurance  risk charge for each Policy  Month  equals the total of the
insurance  risk  charges  for that month for each Face  Amount  portion  then in
effect.  To determine the insurance  risk charge for a Face Amount portion for a
Policy Month the Company multiplies:
 
       o the Insurance Risk Amount for the Face Amount portion for that month;
         by
 
       o the cost of insurance rate that applies to the Face Amount portion for
         that month.
 
     The  Insurance  Risk  Amount for a Face Amount  portion for a Policy  Month
equals the excess of:
 
       o the Death Benefit associated with that Face Amount portion; over
 
       o the amount of the beginning Policy Account, before the monthly
         deduction for the month is subtracted, applied to reduce the risk
         amount for that Face Amount portion.
 
     If Death Benefit  Option B is in effect,  the beginning  Policy  Account is
attributed  to  the  Initial  Face  Amount  in  determining  the  Death  Benefit
associated with each Face Amount portion.
 
     The amount of the Death Benefit based on the beginning  Policy  Account may
exceed the sum of the Face Amount  portions  and any  beginning  Policy  Account
attributed to the Initial Face Amount. The excess will be attributed to the most
recent Face  Amount  portion  then in effect in  determining  the Death  Benefit
associated with each Face Amount portion.
 
     The beginning  Policy Account is applied,  first, to reduce the risk amount
for the Initial  Face  Amount.  Any  beginning  Policy  Account in excess of the
Initial Face Amount is then applied to reduce the risk amount for the first Face
Amount increase portion in an amount up to that Face Amount portion.  Remainders
are successively applied to reduce the risk amount for the following Face Amount
increase  portions in the order of the increases until the entire Policy Account
has been applied.
 
     The cost of  insurance  rate for a Face Amount  portion for a Policy  Month
equals the sum of:
 
       o the standard cost of insurance rate for that month from the table of
         standard cost of insurance rates declared by the Company's Board of
         Directors (the declared standard cost of insurance rate); and
 
       o an additional rate for any extra mortality risk classification that
         applies for the Face Amount portion as shown on the Coverage Page of
         the Policy, or the supplement to the Coverage Page if the Face Amount
         has been changed.
 
     The  additional  rate for an extra  mortality risk  classification  for any
Policy Month equals the amount of extra  mortality that the risk  classification
represents for that month.
 
     The total cost of insurance rate for a Policy Month will be uniform for all
Face Amount portions that:
 
       o are in the same Face Amount band, sex, and risk classification;
 
       o take effect when the Insureds are the same age; and
 
       o have been in force the same length of time.
 
     The Company may change the declared  cost of  insurance  rates from time to
time based on its  expectations  as to future cost elements such as:  investment
earnings, mortality, persistency, expenses and taxes. Any change
 
                                       8
<PAGE>
     the Company  makes will apply to all Face Amount  portions in the same risk
classification.
 
     The declared  standard  cost of insurance  rates for each Policy Month will
not be more than the amount  shown in the table  contained  in the  Policy.  The
table is based on the Insured's age at his or her last birthday at the beginning
of each year  (attained  age),  the Insured's sex and whether or not the Insured
has qualified for the  non-smoker  classification.  For the Initial Face Amount,
the  Insured's  attained age is determined at the beginning of each Policy Year.
For each Face Amount  increase,  attained age is  determined at the beginning of
each Policy Year measured from the date the increase took effect.
 
     Since the mortality tables used with the Policy  distinguish  between males
and females,  the cost of insurance and the benefits payable will differ between
males  and  females  of the same age.  Employers,  employee  plans and  employee
organizations should seek legal advice to determine whether the Civil Rights Act
of 1964,  Title VII, or other  applicable  law prohibits the use of sex distinct
mortality tables.  The Company will offer the Policy based upon unisex mortality
tables where required.
 
CHARGES FOR ADDITIONAL BENEFIT RIDERS
 
     The amount of the charge, if any, each Policy Month for additional  benefit
riders is determined  in accordance  with the rider and is shown on the Coverage
Page of the Policy.
 
SURRENDER CHARGES
 
     A  Surrender  Charge  may be  deducted  in the  event of a full or  partial
surrender. The Surrender Charge consists of two parts: a Deferred Administrative
Expense and a Deferred Sales Load. The Deferred  Administrative Expense is $5.00
per $1,000 of Face Amount of Insurance  for the first three Policy  Years,  then
grades  linearly to zero over Policy Years 4 through 13. The Deferred Sales Load
is the lesser of 30% of the Surrender  Charge  Premium,  plus 5% of all premiums
over the Surrender Charge Premium (SCP), or the following percentage of SCP.
 
<TABLE>
     <S>                                    <C>
     YEARS                                      % OF SCP
     -------------------------------------  -------------
     1-8..................................          65%
      9...................................          60%
     10...................................          55%
     11...................................          44%
     12...................................          33%
     13...................................          22%
     14...................................          11%
     15+..................................           0%
</TABLE>
 
   
     The  Surrender  Charge  Premium  (SCP) is equal  to the  Annual  Guaranteed
Coverage  Premium  for the base  policy  death  benefit  coverage  of a standard
mortality  risk.  The SCP will  vary  with  the  issue  age,  sex,  and  smoking
classification of the Insured as well as the face amount of the base policy.
    
 
     For some higher issue ages,  the Standard  Non-Forfeiture  Law of the state
where the Policy is delivered may limit  Surrender  Charges to amounts less than
those defined above.
 
     The  Surrender  Charge may also be  deducted  in the event of a decrease in
Face Amount.
 
     The  Surrender  Charge at any time during the first  Policy Year equals the
Surrender  Charge  at the end of the  year.  The  Surrender  Charge  during  any
subsequent Policy Year will be calculated based on end of year Surrender Charges
and the portion of the year that has been completed.
 
     When  the  Policy  terminates,  the  Policy  Account  may be less  than the
Surrender Charge.  If so, the Owner will not have to pay the difference.  If the
Policy is reinstated, the Surrender Charge will also be reinstated.
 
PARTIAL SURRENDER FEE
 
   
     If the Owner  surrenders  only a portion  of the Net Cash Value at any time
during the Insured's lifetime,  there is an administrative fee assessed which is
currently equal to the lesser of $25 or 2% of the Partial Surrender Amount. (See
'Policy Account,  Cash Value, Net Cash Value,  Transfer Rights and Surrenders --
Partial  Surrenders.')  A Partial  Surrender that does not exceed 10% of the Net
Cash Value may be made once each  Policy  Year  without  incurring  a  Surrender
Charge or the Partial Surrender Fee.
    
 
PREMIUM TAXES
 
   
     There is a charge for state and local premium taxes and it is deducted from
each premium  payment.  The charge is equal to 2.5% of each premium  payment and
approximates the average expenses to the Company  associated with premium taxes.
Premium taxes currently imposed on the Policies range from 2% to 3.5% of
    
 
                                       9
<PAGE>
premium  payments.  It is  therefore  possible  that an Owner may be  assessed a
charge for premium taxes which is greater than the  applicable  charge in his or
her state.
 
TRANSFER FEE
 
     The Owner may transfer values from one Sub-Account to another or to or from
the Fixed Account. The first 12 transfers in a Policy Year are free. The fee for
each  additional  transfer  is  currently  the lesser of $25 or 2% of the amount
transferred.  Prescheduled  automatic  dollar cost  averaging  transfers are not
counted nor is the  transfer of the initial  premium at the end of the free look
period.
 
OTHER EXPENSES
 
     The Managers for the Trust are paid fees for their services based upon each
Fund's net assets which are described in the accompanying Trust prospectus.
 
INCOME TAX CHARGE
 
     The Company does not currently  assess any charge for income taxes incurred
by the Company as a result of the operation of the  Sub-Accounts of the Variable
Account.  The  Company  reserves  the  right to assess a charge  for such  taxes
against  the  Sub-Accounts  if the  Company  determines  that such taxes will be
incurred.
 
                                 DEATH BENEFIT
 
DEATH BENEFIT
 
     The  amount of the Death  Benefit  depends on the total  Face  Amount,  the
Policy  Account on the date of the Insured's  death and the Death Benefit option
(Option A or Option B) in effect at that time.
 
     The total Face  Amount is the sum of all of the Face Amount  portions.  The
Initial  Face  Amount  and each Face  Amount  increase  still in effect are Face
Amount portions.  The Initial Face Amount and the Death Benefit option in effect
on the Issue Date are shown on the Coverage Page of the Policy.
 
     Option A. The amount of the Death Benefit under Option A is the greater of:
 
       o the total Face Amount at the beginning of the Policy Month when the
         death occurs; or
 
       o the Policy Account on the date of death multiplied by the applicable
         factor from the Table of Death Benefit Factors contained in the Policy.
 
     Option B. The amount of the Death Benefit under Option B is the greater of:
 
                                       10
<PAGE>
       o the total Face Amount at the beginning of the Policy Month when the
         death occurs plus the Policy Account on the date of death; or
 
       o the Policy Account on the date of death multiplied by the applicable
         factor from the Table of Death Benefit Factors.
 
CHANGE IN DEATH BENEFIT
 
     The Owner may change the Death Benefit  option after the Policy has been in
force for at least one year, subject to the following requirements:
 
       o the Owner must request the change in writing;
 
       o once the Death Benefit option has been changed, it cannot be changed
         again for the next three years;
 
       o if Death Benefit Option A is to be changed to Option B, the Owner must
         submit proof satisfactory to the Company that the Insured is still
         insurable at the risk classification that applies for the Initial Face
         Amount as shown on the Coverage Page of the Policy. The Face Amount
         will not change; and
 
       o if Death Benefit Option B is changed to Option A, the Face Amount will
         be increased by an amount equal to the Policy Account on the date of
         the change. The risk classification for the last Face Amount portion to
         go into effect which is still in force will apply to the Face Amount
         increase. This increase will not result in any increase in premiums,
         expense charges or Surrender Charges.
 
     Any  change  in a Death  Benefit  option  will take  effect on the  Monthly
Anniversary  Date on or following the date the Company  approves the request for
the change.
 
CHANGE IN FACE AMOUNT
 
     The  Owner  may  change  the  Face  Amount  of the  Policy  on any  Monthly
Anniversary  Date after the Policy has been in force at least one year,  subject
to the following requirements.  Once the Face Amount has been changed, it cannot
be changed again for the next twelve months.
 
     Face Amount Increase. To increase the Face Amount the Owner must:
 
       o submit an application for the increase;
 
       o submit proof satisfactory to the Company that the Insured is an
         insurable risk; and
 
       o pay any additional premium which is required.
 
     The Face Amount can only be  increased  before the Insured  reaches age 81.
Each Face Amount  increase  must be at least as large as the Minimum Face Amount
Increase  (currently  $25,000).  A Face Amount  increase will take effect on the
Monthly  Anniversary  Date on or  following  the day the  Company  approves  the
application for the increase.
 
     The risk  classification  that applies for any Face Amount  increase may be
different from the risk classification that applies for the Initial Face Amount.
 
     The following changes will be made to reflect the increase:
 
       o the Guaranteed Coverage Premium will be increased.
 
       o the Monthly Administrative Charge will increase to $20 per month for
         the twelve months following the increase.
 
       o additional Surrender Charges equal to the Face Amount increase (in
         $1,000's) multiplied by the Surrender Charge Factors will apply for 13
         years following the increase.
 
     The Company will furnish a  supplement  to the Coverage  Page of the Policy
that shows:
 
       o the risk classification and the amount of the increase; and
 
       o the values for the changes described above.
 
     Face Amount Decrease. The Owner must request in writing any decrease in the
Face Amount. The decrease will take effect on the later of:
 
       o the Monthly Anniversary Date on or following the day the Company
         receives the Owner's request for the decrease; or
 
       o the Monthly Anniversary Date one year after the last change in Face
         Amount was made.
 
     A Face  Amount  decrease  will be used to reduce any  previous  Face Amount
increases  which  are then in  effect  starting  with the  latest  increase  and
continuing in the reverse order in which the increases were made. If any portion
of the decrease is left after all Face Amount  increases  have been reduced,  it
will be used to reduce the Initial  Face  Amount.  The Company will not permit a
Face Amount decrease that would reduce the
 
                                       11
<PAGE>
     Initial Face Amount below the Minimum Face Amount, currently $100,000.
 
     The Guaranteed  Coverage Premium will be reduced to reflect the Face Amount
decrease.  The new Guaranteed  Coverage Premium will be shown on a supplement to
the Coverage Page of the Policy.
 
     The  Company  will deduct a charge  from the Policy  Account  when the Face
Amount is  decreased.  The maximum  charge the Company will deduct each time the
Face Amount is decreased is the lesser of:
 
       o the total of the current Surrender Charge for the amount of each Face
         Amount portion reduced; or
 
       o the Policy Account when the decrease is made.
 
     The charge will be deducted for each Face Amount portion reduced,  starting
with the charge for the first Face Amount portion reduced, and continuing in the
same  order in which the  reductions  are made  until the  charge is  completely
deducted.
 
     Future Surrender  Charges will be reduced  proportionately  for any charges
deducted.  After the Face Amount is decreased,  the  Surrender  Charges for each
Face  Amount  portion  for  which a  charge  is  deducted  will be  equal to the
Surrender Charges shown for that Face Amount portion on the Coverage Page of the
Policy, or in the supplement to the Coverage Page, multiplied by the ratio of:
 
       o the amount of the Surrender Charge in effect for the Face Amount
         portion at the time the charge is deducted minus the amount of the
         charge deducted for the Face Amount portion; divided by
 
       o the amount of the Surrender Charge in effect for the Face Amount
         portion at the time the charge is deducted.
 
GUARANTEED DEATH BENEFIT RIDER
 
     The Owner can elect a Guaranteed  Death Benefit Rider.  This Rider provides
that the Policy will remain in force to attained age 95 for Death Benefit Option
A  Policies  and to  attained  age 80  for  Death  Benefit  Option  B  Policies,
regardless of the  performance  of the  underlying  Fund, so long as the minimum
required premium is paid. The premium required is significantly  higher than the
minimum premium  required to issue the Policy and to keep it in force.  There is
an additional charge for this benefit,  currently $0.01 per $1000 of Face Amount
per Policy Month. A Policy cannot have both the  Guaranteed  Death Benefit Rider
and any of the following riders:
 
       o Insured Term Rider
 
       o Spouse Term Rider
 
ACCELERATED BENEFIT RIDER
 
     The Owner can elect the Accelerated Benefit Rider. This rider provides that
the Owner may elect to receive some of the death benefit  proceeds of the Policy
if the Insured is suffering  from a terminal  illness,  as defined in the rider.
Death Benefits, Cash Values, if any, and Loan Values, if any, will be reduced if
a benefit is paid pursuant to this rider.
 
   POLICY ACCOUNT, CASH VALUE, NET CASH VALUE, TRANSFER RIGHTS AND SURRENDERS
 
POLICY ACCOUNT
 
     On the Issue Date, the beginning Policy Account equals:
 
       o the first premium paid less the charge for premium taxes, the initial
         Insurance Risk Charge and the initial charge for any additional benefit
         riders; minus
 
       o the monthly deduction for the first Policy Month.
 
     After the Issue Date the Policy  Account  equals the sum of the  amounts in
the Fixed  Account and in the  Sub-Accounts  of the Variable  Account  under the
Policy.
 
METHOD OF DETERMINING SUB-ACCOUNT VALUES
 
     Sub-Account  values  will  fluctuate  in  accordance  with  the  investment
experience of the applicable  underlying  Fund held within the  Sub-Account.  In
order to determine these Sub-Account  values,  the Company utilizes  Sub-Account
valuation units.  The value of a unit applicable  during any Valuation Period is
determined at the end of that Period.
 
     When the first  shares of the Funds were  purchased  for the  Sub-Accounts,
each  Sub-Account  valuation  unit was valued at $10. The value of a unit within
each  Sub-Account on any Valuation Date thereafter is determined by dividing (a)
by (b), where:
 
     (a) is equal to:
 
          1. the total value of the net assets in the Sub-Account; minus
 
          2. the daily Mortality and Expense Risk Charge; minus
 
                                       12
<PAGE>
          3. the daily charge for the asset-based Administrative Charge; plus or
     minus
 
          4. a charge or credit for any tax provision established for the
     Sub-Account.
 
    and (b) is the total number of units applicable to that Sub-Account at the
    end of the Valuation Period.
 
     A valuation  unit may increase or decrease in value from  Valuation Date to
Valuation Date.
 
CASH VALUE, NET CASH VALUE
 
     The Cash Value equals:
 
       o the Policy Account; minus
 
       o the Surrender Charges.
 
     See  'Deductions  and Charges'  regarding a  description  of the  Surrender
Charges.
 
     The Net Cash Value equals:
 
       o the Cash Value; minus
 
       o any Policy Debt.
 
     During the Insured's life the Owner may:
 
       o take loans based on the Cash Value;
 
       o make Partial Surrenders; or
 
       o surrender the Policy for its Net Cash Value.
 
TRANSFER RIGHTS
 
   
     At the Owner's request the Company will transfer  amounts from the value in
any Sub-Account of the Variable Account to one or more of the other Sub-Accounts
of the Variable Account or to the Fixed Account.  The minimum amount that can be
transferred  from the value in a Sub-Account of the Variable Account on any date
is the lesser of the Minimum  Transfer Amount  (currently  $500) or the value in
that Sub-Account on that date. The Owner may transfer on any Policy  Anniversary
an  amount  from  the  unloaned  value  in the  Fixed  Account  to  one or  more
Sub-Accounts of the Variable Account. However, transfers will be made only if:
    
 
       o the Company receives such request at least 30 days before that Policy
         Anniversary; and
 
       o the amount requested is not more than the greater of 25% of the
         unloaned value in the Fixed Account on that Anniversary or the Minimum
         Transfer Amount.
 
     In no event will the Company  transfer more than such unloaned  value.  The
minimum  amount  that the  Company  will  transfer  from the  value in the Fixed
Account on any Policy  Anniversary is the lesser of the Minimum Transfer Amount,
currently $500, or the unloaned value in the Fixed Account on that date.       

     Twelve  transfers may be made in a Policy Year without the  imposition of a
charge.  The Company may charge a transfer  fee for  additional  transfers  in a
Policy Year.  The current  transfer fee is the lesser of $25 or 2% of the amount
transferred.  The Owner may tell the Company how much of such a transfer  fee is
to come from the unloaned value in the Fixed Account and from the values in each
of the  Sub-Accounts  of the  Variable  Account.  If the Owner does not tell the
Company,  it will make such deduction based on the proportions that the unloaned
values in the Fixed  Account and the value in the  Sub-Accounts  of the Variable
Account bear to the total unloaned value in the Policy Account.
 
   
     Neither the  Variable  Account nor the Trust is designed  for  professional
market timing  organizations,  other entities,  or individuals using programmed,
large,  or frequent  transfers.  A pattern of exchanges  that  coincides  with a
'market  timing'  strategy  may be  disruptive  to the Fund and may be  refused.
Accounts  under common  ownership or control may be  aggregated  for purposes of
transfer limits.  In coordination with the Trust, the Company reserves the right
to restrict the transfer  privilege  or reject any specific  premium  allocation
request for any person whose transactions seem to follow a timing pattern.
    
 
     An Owner may elect to make transfers by telephone. To elect this option the
Owner must do so in writing to the Company.  If there are Joint  Owners,  unless
the Company is  informed to the  contrary,  instructions  will be accepted  from
either one of the Joint Owners.  The Company will use  reasonable  procedures to
confirm that instructions communicated by telephone are genuine. If it does not,
the  Company  may be liable  for any losses due to  unauthorized  or  fraudulent
instructions. The Company tape records all telephone instructions.
 
PARTIAL SURRENDERS
 
     The Owner may make a partial  surrender from the Net Cash Value at any time
during the  Insured's  life and before the Policy has  terminated.  The  Minimum
Partial Surrender Amount is currently $500. The Partial Surrender may not exceed
the Net Cash Value, less $300.
 
     The Company will assess a Partial Surrender Fee when a partial surrender is
made.  The maximum  Partial  Surrender  Fee the Company will make is $50 and the
current charge is the lesser of
 
                                       13
<PAGE>
2% of the Partial  Surrender Amount or $25. In addition,  a Surrender Charge may
be assessed on the amount  withdrawn.  See 'Surrender  Charges' above. A Partial
Surrender  that does not  exceed 10% of the Net Cash Value may be made once each
Policy Year without incurring a Surrender Charge or the Partial Surrender Fee.
 
     When a partial surrender is made, the amount of the partial surrender,  the
Partial  Surrender Fee and the Surrender  Charge,  if any, will be deducted from
the Policy Account. The Owner elects how much of each partial surrender, Partial
Surrender  Fee and  Surrender  Charge is to come from the unloaned  value in the
Fixed  Account  and from  values  in each of the  Sub-Accounts  of the  Variable
Account.  If the Owner  does not so elect,  or if the  Company  cannot  make the
Surrender on the basis of the Owner's direction or those allocation percentages,
the Company will make it based on the proportions that the unloaned value in the
Fixed Account and unloaned values in the  Sub-Accounts  of the Variable  Account
bear to the total unloaned value in the Policy Account.
 
     The Face Amount will be reduced if Death Benefit Option A is in effect when
a partial surrender is made. Such a reduction will be equal to the amount of the
partial surrender minus the excess, if any, of:
 
       o the Death Benefit at the time the partial surrender is made; over
 
       o the Face Amount at the time the partial surrender is made.
 
     However,  if the amount of the partial  surrender  is less than or equal to
the excess described above, the Face Amount will not be reduced.
 
     Any Face  Amount  reduction  will be used first to reduce  any Face  Amount
increases then in effect starting with the latest increase and continuing in the
reverse order in which the increases  were made. If any of the reduction is left
after all Face Amount increases have been reduced, it will be used to reduce the
Initial Face Amount.
 
     The Company will not permit a partial  surrender that would reduce the Face
Amount below the minimum Face Amount (currently $100,000). The Company may limit
the number of partial  surrenders  in a Policy Year,  but this limit will not be
less than one.
 
FULL SURRENDERS
 
     The Owner may  completely  surrender  the Policy and  receive  the Net Cash
Value anytime during the Insured's life and before the Policy has terminated.
 
     The full surrender will take effect on the later of:
 
       o the date the Company receives the Owner's written request for the
         surrender; or
 
       o the date the Owner requests, in writing, for the surrender to take
         effect.
 
     The Policy and all  coverage  under it will  terminate at 12:01 a.m. at the
Company's ValueLife Service Center on the date the surrender takes effect.
 
     Partial and full  surrenders  may have federal tax  consequences  (see 'Tax
Status').
 
                                LOAN PROVISIONS
 
POLICY LOANS
 
     The  Company  will loan  money to the Owner at the loan  interest  rate the
Company  establishes  for each Policy Year during which the loan is outstanding.
The request by the Owner for a loan must be in writing.
 
     The Policy Loan will be divided into two parts,  the Preferred Loan and the
Non-Preferred  Loan. A Preferred  Loan may be made not more than once per Policy
Year,  beginning the later of the tenth Policy  Anniversary  or the  anniversary
following the Insured's 60th birthday. No more than 10% of the Cash Value of the
Policy at the time of the loan may be made as a Preferred Loan. Any portion of a
loan that is not a Preferred Loan is a Non-Preferred Loan.
 
     The Policy Loan must be allocated to the Fixed Account.  If the Policy Loan
requested  exceeds  the loan  limit,  the Owner may also  request a transfer  of
values from the  Sub-Accounts of the Variable  Account to the Fixed Account,  if
such values are  available.  These values will be  determined at the time of the
request for  transfer.  If the Owner does not  indicate the  proportions  of the
Sub-Accounts to be transferred, the Company will make the transfers based on the
proportions  that the values in the Sub-Accounts of the Variable Account bear to
the total unloaned value in the Policy Account.
 
     Policy loans may have federal tax consequences (see 'Tax Status').
 
                                       14
<PAGE>
LOAN INTEREST CHARGED
 
     There  may be a  lower  declared  loan  interest  rate  each  year  for the
Preferred Loan than for the  Non-Preferred  Loan. The Company will determine the
loan  interest  rates for a Policy  Year at least 60 days before the Policy Year
begins.  The  maximum  annual  loan  interest  rates  the  Company  will use for
Preferred and Non-Preferred  Loans for a Policy (the maximum allowable rate) are
the greater of:
 
       o the guaranteed interest rate for the Fixed Account shown on the
         Coverage Page of the Policy for a Policy Year (currently 3.5% for all
         Policy Years) plus 1%; or
 
       o Moody's Corporate Bond Yield Average, Monthly Average Corporates as
         published by Moody's Investors Service, Inc., for the calendar month
         ending two months before the date on which the loan interest rate is
         determined.
 
     If Moody's Corporate Bond Yield Average,  Monthly Average  Corporates is no
longer published on a timely basis, the Company will use a substantially similar
average  approved by the insurance  department in the state where the Policy was
delivered to determine the maximum allowable rate.
 
     If the maximum  allowable rate for a Policy is at least 1/2% lower than the
loan  interest  rate in effect for the previous  Policy  Year,  the Company will
decrease the loan interest rate to not more than the maximum  allowable rate. If
the maximum allowable rate for a Policy Year is at least 1/2% higher than either
loan  interest  rate in effect for the  previous  Policy  Year,  the Company may
increase either loan interest rate to not more than the maximum  allowable rate.
The Company will not use a loan  interest  rate for any Policy Year that exceeds
15%.  The  Company  will  notify  the  Owner  as  to  the  Preferred   Loan  and
Non-Preferred  Loan interest  rates that apply at the time a new loan is made or
when any Policy Debt is reinstated. If either loan interest rate that applies to
an existing  Policy  Loan is  increased,  the  Company  will notify the Owner in
writing at least 30 days before the new rate takes effect.
 
     When a loan is made,  interest for the rest of the current Policy Year must
be paid in  advance.  If  interest is not paid when due, it will be added to the
Policy Debt and allocated to the Fixed Account.  The  accumulation  of Preferred
Loans,  together  with  interest  on such  loans,  is the  Preferred  Debt.  The
accumulation of  Non-Preferred  Loans,  together with interest on such loans, is
the  Non-Preferred  Debt. Total Policy Debt is the sum of the Preferred Debt and
the Non-Preferred Debt, and equals the total outstanding loan with interest.  If
the Total Policy Debt (including interest in advance) exceeds the Fixed Account,
the Company will transfer values from the  Sub-Accounts of the Variable  Account
to the Fixed Account if such values are available, based on the proportions that
the values in the  Sub-Accounts of the Variable  Account bear to the total value
of the  Sub-Accounts of the Variable  Account.  The unpaid interest will then be
treated as part of the Policy Debt and will bear interest at the loan rates.
 
LOAN LIMIT
 
     A loan may be for any amount which does not exceed the loan limit.
 
     The loan limit equals:
 
       o the Cash Value on the date the loan is made; minus
 
       o interest for the rest of the current Policy Year; minus
 
       o any existing Policy Debt.
 
SECURITY
 
     The Policy will be the only security for the loan.
 
RESTRICTIONS ON MAKING LOANS
 
     Loans  will not be  available  during a grace  period or after the  Insured
dies.
 
REPAYING POLICY DEBT
 
     The  Policy  Debt,  or any  part,  may be repaid at any time as long as the
Policy  is in  force.  The  Company  has the right to not  accept  partial  loan
repayments  for  amounts  less than $50.  Any Policy  Debt  outstanding  will be
deducted before any benefit proceeds are paid or applied under a payment option.
 
     Repayments  will be applied first to the  Non-Preferred  Debt Account,  and
then to the Preferred Debt Account, unless the Owner specifies differently.
 
     Repayments  will be allocated to the Fixed Account and to the  Sub-Accounts
of the Variable Account based on the premium allocation schedule then in effect,
unless a different allocation is requested.
 
     When  there is Policy  Debt  outstanding,  any  payments  received  will be
applied first as repayment of debt,  rather than as premium,  unless the Company
is instructed otherwise.
 
                                       15
<PAGE>
LIMIT ON POLICY DEBT
 
     Total  Policy Debt must not exceed the Cash Value.  If Total  Policy  Debt,
adjusted for any unearned loan interest,  ever equals or exceeds the Cash Value,
the Company can  terminate the Policy.  The Policy will  terminate 61 days after
the  Company  has  mailed a written  notice  to the  Owner and to anyone  who is
relying on the Policy as collateral  security as shown on the Company's records.
A notice will be sent to the last known address the Company has on file.
 
                                   OWNERSHIP
 
     The  Owner,  as of the Issue  Date,  is named on the  Coverage  Page of the
Policy.  The Owner may be the  Insured or someone  other  than the  Insured.  If
another  person has become the Owner after the Issue Date, the Company will have
a record of such change.
 
     During the  Insured's  life,  the Owner may exercise any rights and receive
all benefits described in the Policy.
 
     While the Insured is alive,  the Owner may  exercise  all the rights of the
Policy subject to the rights of:
 
   
     1. any assignee under an assignment filed with the ValueLife Service
Center; and
    
 
     2. any irrevocably named Beneficiary.
 
TRANSFER OF OWNERSHIP
 
     The Owner may  transfer  ownership  of the Policy.  The Company will not be
responsible  for any payment it makes or other action the Company takes before a
copy of the written  transfer is received by it. The Company is not  responsible
for the validity of the  transfer.  The Company may require the Policy to record
the transfer.
 
     The new Owner takes the Policy subject to all Policy Debt.
 
ASSIGNMENT
 
     The Owner may assign the  Policy.  A copy of any  assignment  must be filed
with the  ValueLife  Service  Center.  The  Company is not  responsible  for the
validity of any assignment.  If the Owner assigns the Policy, the Owner's rights
and those of any  revocably-named  person will be subject to the assignment.  An
assignment  will not affect any  payments the Company may make or actions it may
take before such assignment has been recorded at the Company's ValueLife Service
Center.
 
                                       16
<PAGE>
                             BENEFICIARY PROVISIONS
 
     The Company will pay any Death Benefit proceeds to the Primary Beneficiary.
Contingent  Beneficiaries  may be named to receive  the  proceeds if the Primary
Beneficiary dies before the Insured.  If no named Beneficiary is living when the
Insured dies, the proceeds will be paid to the Owner or the Owner's estate.
 
     Primary  and  Contingent  Beneficiaries  are as named  in the  application,
unless changed by the Owner.  The  Beneficiaries  may be changed by the Owner at
any time during the Insured's  life. To change a Beneficiary,  a written request
must be made to the  Company.  The  Company may require the Policy to record the
change.  The request  will take effect  when  signed,  subject to any action the
Company takes before receiving it.
 
     One  or  more  irrevocable  Beneficiaries  may  be  named.  An  irrevocable
Beneficiary  is one whose rights  cannot be reduced or destroyed  without his or
her consent.
 
     If a Beneficiary is a minor,  the Company will make payment to the guardian
of his or her estate. The Company may require proof of age of any Beneficiary.
 
     Proceeds  payable  to a  Beneficiary  will  be  free  from  the  claims  of
creditors, to the extent allowed by law.
 
                               DELAY OF PAYMENTS
 
     The Company will generally pay Policy  proceeds  within seven business days
of receipt of a completed  request for such  payment.  The Company  reserves the
right to suspend or postpone any type of payment  from the Variable  Account for
any period when:
 
          a. the New York Stock Exchange is closed (other than customary weekend
          and holiday closings);
 
          b. trading on the New York Stock Exchange is restricted;
 
          c. an emergency exists as a result of which disposal of securities
     held in the Variable Account is not reasonably practicable or it is not
     reasonably practicable to determine the value of the Variable Account's net
     assets; or
 
          d. the Securities and Exchange Commission, by order, so permits delay
     for the protection of Owners.
 
     The applicable rules of the Securities and Exchange  Commission will govern
as to whether the conditions described in (b) and (c) exist.
 
     The  insurance  laws of some states  require  that the Company  reserve the
right to defer making payment of Cash Surrender  Values and loans from the Fixed
Account  for up to six  months  from the date of  request.  In such  states  the
Company provides a Policy reserving this right.
 
                           MANAGEMENT OF THE COMPANY
 
<TABLE>
<CAPTION>
     The  directors and  executive  officers of the Company and their  principal
occupations for the past 5 years are as follows:
 
<S>                             <C>
            NAME                PRINCIPAL OCCUPATIONS DURING THE PAST FIVE YEARS
- --------------------------      ------------------------------------------------
Lowell C. Anderson              Chairman, President and Chief Executive Officer
                                of the Company since October, 1988. From 1985 to
                                1988, Mr. Anderson was President and Chief
                                Operating Officer of the Company.
 
Herbert F. Hansmeyer            Chairman of the Board of Allianz of America
                                Corp. Member of the Board of Management of
                                Allianz-AG, Munich, Germany, since 1986;
                                formerly Chief Executive Officer of Allianz
                                Insurance Company, Los Angeles, California;
                                formerly President and Chief Executive Officer
                                of FFIC.
 
   
Dr. Jerry E. Robertson          Former Executive Vice President, 3M/Life
                                Sciences Sector since November 1988.
    
 
Dr. Gerhard Rupprecht           Chairman of the Board of Management -- Allianz
                                Lebensversicherungs, since 1979.
 
   
Michael P. Sullivan             President, Chief Executive Officer and Director
                                of International Dairy Queen, Inc. since 1987.
 
Alan A. Grove                   Vice President -- Corporate Legal Officer and
                                Secretary of the Company since June 1974.
    
</TABLE>
                                       17
<PAGE>
<TABLE>

<S>                             <C>
   
J. Ward Hamlin                  Vice President -- Underwriting of the Company
                                since 1981.
    
 
Robert S. James                 President -- Individual Marketing Division of
                                the Company since March 31, 1995. Previously
                                President of Financial Markets Division.
 
Edward J. Bonach                Senior Vice President -- Chief Financial Officer
                                and Treasurer of the Company since 1993. Senior
                                Vice President and Chief Actuary previously.
 
Ronald L. Wobbeking             President -- Mass Marketing Division of the
                                Company since September 1991. Previously Senior
                                Vice President Mass Marketing.
 
   
Rev. Dennis J. Dease            President, University of St. Thomas, St. Paul
                                since July 1991.
 
James R. Campbell               Executive Vice President of Norwest Corporation
                                since February 1988.
    
</TABLE>
 
                                   TAX STATUS
 
     NOTE: The following  description is based upon the Company's  understanding
of current  federal income tax law applicable to life insurance in general.  The
Company  cannot  predict the  probability  that any changes in such laws will be
made.  Purchasers  are  cautioned to seek  competent  tax advice  regarding  the
possibility of such changes.  Section 7702 of the Internal Revenue Code of 1986,
as amended (the 'Code'), defines the term 'life insurance contract' for purposes
of the Code. The Company believes that the Policies to be issued will qualify as
'life  insurance  contracts'  under Section 7702. The Company does not guarantee
the tax  status of the  Policies.  Purchasers  bear the  complete  risk that the
Policies may not be treated as 'life  insurance'  under federal income tax laws.
Purchasers  should  consult  their  own  tax  advisers.  It  should  be  further
understood  that the  following  discussion is not  exhaustive  and that special
rules not described in this Prospectus may be applicable in certain situations.
 
INTRODUCTION
 
     The discussion contained herein is general in nature and is not intended as
tax advice.  Each person  concerned  should consult a competent tax adviser.  No
attempt is made to consider any  applicable  state or other tax laws.  Moreover,
the  discussion  herein is based  upon the  Company's  understanding  of current
federal income tax laws as they are currently interpreted.  No representation is
made regarding the likelihood of  continuation  of those current  federal income
tax laws or of the current interpretations by the Internal Revenue Service.
 
     The  Company  is taxed as a life  insurance  company  under the  Code.  For
federal income tax purposes,  the Variable Account is not a separate entity from
the Company and its operations form a part of the Company.
 
DIVERSIFICATION
 
     Section 817(h) of the Code imposes certain diversification standards on the
underlying assets of variable life insurance policies.  The Code provides that a
variable  life  insurance  policy will not be treated as life  insurance for any
period  (and any  subsequent  period)  for which  the  investments  are not,  in
accordance with regulations  prescribed by the United States Treasury Department
('Treasury Department'), adequately diversified.  Disqualification of the Policy
as a life  insurance  contract  would result in the imposition of federal income
tax on the Owner with  respect to earnings  allocable to the Policy prior to the
receipt of payments under the Policy.  The Code contains a safe harbor provision
which  provides  that life  insurance  policies  such as the  Policies  meet the
diversification requirements if, as of the close of each quarter, the underlying
assets meet the diversification standards for a regulated investment company and
no more than fifty-five  (55%) percent of the total assets consist of cash, cash
items, U.S. Government  securities and securities of other regulated  investment
companies.  There is an exception for securities  issued by the U.S. Treasury in
connection with variable life insurance policies.
 
     On March 2, 1989, the Treasury  Department issued Regulations  (Treas. Reg.
Section  1.817-5),   which  establish   diversification   requirements  for  the
investment  portfolios  underlying variable contracts such as the Policies.  The
Regulations amplify the diversification  requirements for variable contracts set
forth  in the Code and  provide  an  alternative  to the safe  harbor  provision
described above. Under the Regulations, an investment portfolio will be
 
                                       18
<PAGE>
deemed adequately diversified if: (i) no more than 55% of the value of the total
assets of the portfolio is represented by any one investment;  (ii) no more than
70% of the value of the total assets of the portfolio is  represented by any two
investments;  (iii) no more  than 80% of the  value of the  total  assets of the
portfolio is represented by any three investments;  and (iv) no more than 90% of
the  value of the total  assets  of the  portfolio  is  represented  by any four
investments.  For  purposes of these  Regulations,  all  securities  of the same
issuer are treated as a single investment.
 
   
     The Code further provides that, for purposes of determining  whether or not
the  diversification  standards  imposed on the  underlying  assets of  variable
contracts  by  Section  817(h) of the Code have been met,  'each  United  States
government agency or instrumentality shall be treated as a separate issuer.'
    
 
     The Company  intends  that each Fund of the Trust  underlying  the Policies
will be managed by the Managers for the Trust in such a manner as to comply with
these diversification requirements.
 
     The Treasury Department has indicated that the diversification  Regulations
do not provide  guidance  regarding the  circumstances in which Owner control of
the  investments  of the Variable  Account will cause the Owner to be treated as
the owner of the assets of the Variable  Account,  thereby resulting in the loss
of favorable tax treatment for the Policy.  At this time it cannot be determined
whether additional guidance will be provided and what standards may be contained
in such guidance.
 
     The  amount of Owner  control  which may be  exercised  under the Policy is
different in some respects from the  situations  addressed in published  rulings
issued by the  Internal  Revenue  Service  in which it was held that the  policy
owner was not the owner of the  assets of the  separate  account.  It is unknown
whether  these  differences,  such as the  Owner's  ability  to  transfer  among
investment choices or the number and type of investment choices available, would
cause the Owner to be  considered  as the  owner of the  assets of the  Variable
Account.
 
     In the event any forthcoming  guidance or ruling is considered to set forth
a new  position,  such  guidance  or  ruling  will  generally  be  applied  only
prospectively.  However,  if such ruling or guidance was not  considered  to set
forth a new  position,  it may be applied  retroactively  resulting in the Owner
being  retroactively  determined  to be the owner of the assets of the  Variable
Account.
 
     Due to the  uncertainty  in this area,  the Company  reserves  the right to
modify the Policy in an attempt to maintain favorable tax treatment.
 
TAX TREATMENT OF THE POLICY
 
     The  Policy  has  been  designed  to  comply  with the  definition  of life
insurance  contained in Section 7702 of the Code. Although some interim guidance
has been provided and proposed  regulations have been issued,  final regulations
have not been  adopted.  Section 7702 of the Code requires the use of reasonable
mortality and other expense charges. In establishing these charges,  the Company
has relied on the interim  guidance  provided in IRS Notice  88-128 and proposed
regulations issued on July 5, 1991. Currently, there is even less guidance as to
a Policy  issued on a  substandard  risk  basis  and thus it is even less  clear
whether a Policy  issued on such basis  would meet the  requirements  of Section
7702 of the Code.
 
     While the Company has  attempted  to comply with Section  7702,  the law in
this area is very  complex and  unclear.  There is a risk,  therefore,  that the
Internal Revenue Service will not concur with the Company's  interpretations  of
Section 7702 that were made in  determining  such  compliance.  In the event the
Policy is  determined  not to so comply,  it would not qualify for the favorable
tax treatment  usually accorded life insurance  policies.  Owners should consult
their tax  advisers  with  respect to the tax  consequences  of  purchasing  the
Policy.
 
POLICY PROCEEDS
 
   
     The tax treatment  accorded to loan proceeds and/or surrender payments from
the Policies  will depend on whether the Policy is  considered  to be a Modified
Endowment  Contract.  (See 'Tax Treatment of Loans and Surrenders.')  Otherwise,
the Company  believes that the Policy should receive the same federal income tax
treatment  as any other  type of life  insurance.  As such,  the  death  benefit
thereunder is excludable from the gross income of the Beneficiary  under Section
101(a) of the Code. Also, the Owner is not deemed to be in constructive  receipt
of the Policy Account or Net Cash Value,  including increments thereon,  under a
Policy until there is a distribution of such amounts.
    
 
     Federal, state and local estate,  inheritance and other tax consequences of
ownership,  or receipt of Policy proceeds,  depend on the  circumstances of each
Owner or Beneficiary.
 
                                       19
<PAGE>
TAX TREATMENT OF LOANS AND SURRENDERS
 
     Section 7702A of the Code sets forth the rules for determining  when a life
insurance policy will be deemed to be a Modified Endowment Contract.  A Modified
Endowment  Contract is a contract which is entered into or materially changed on
or after June 21, 1988 and fails to meet the 7-pay test.  A Policy fails to meet
the 7-pay  test when the  cumulative  amount  paid  under the Policy at any time
during the first 7 Policy Years exceeds the sum of the net level  premiums which
would have been paid on or before such time if the Policy  provided  for paid-up
future benefits after the payment of seven (7) level annual premiums. A material
change  would  include  any  increase  in the future  benefits  or  addition  of
qualified  additional  benefits  provided  under a policy unless the increase is
attributable to: (1) the payment of premiums  necessary to fund the lowest death
benefit and  qualified  additional  benefits  payable in the first seven  policy
years;   or  (2)  the  crediting  of  interest  or  other  earnings   (including
policyholder dividends) with respect to such premiums.
 
     Furthermore,  any Policy received in exchange for a Policy  classified as a
Modified  Endowment  Contract will be treated as a Modified  Endowment  Contract
regardless  of whether it meets the 7-pay  test.  The status of an exchange of a
contract issued before June 21, 1988 is unclear,  however,  the Internal Revenue
Service  has taken the  position  in a Private  Letter  Ruling  that a  contract
received in an exchange on or after June 21, 1988 will be  considered as entered
into as of the date of the exchange and therefore subject to Section 7702A.
 
     Due to the flexible  premium  nature of the Policy,  the  determination  of
whether it qualifies for treatment as a Modified  Endowment  Contract depends on
the individual circumstances of each Policy.
 
     If  the  Policy  is  classified  as a  Modified  Endowment  Contract,  then
surrenders  and/or  loan  proceeds  are  taxable  to the extent of income in the
Policy. Such distributions are deemed to be on a last-in, first-out basis, which
means the taxable income is distributed  first.  Loan proceeds and/or  surrender
payments  may also be subject to an  additional  10% federal  income tax penalty
applied to the income portion of such distribution. The penalty shall not apply,
however,  to any  distributions:  (1)  made on or after  the  date on which  the
taxpayer reaches age 59 1/2; (2) which is attributable to the taxpayer  becoming
disabled  (within the meaning of Section  72(m)(7) of the Code); or (3) which is
part of a  series  of  substantially  equal  periodic  payments  made  not  less
frequently  than annually for the life (or life  expectancy)  of the taxpayer or
the  joint  lives  (or  joint  life  expectancies)  of  such  taxpayer  and  his
beneficiary.
 
     If a Policy is not classified as a Modified  Endowment  Contract,  then any
surrenders  shall be treated first as a recovery of the investment in the Policy
which would not be received as taxable income. However, if a distribution is the
result of a reduction  in  benefits  under the Policy  within the first  fifteen
years  after the Policy is issued in order to comply  with  Section  7702,  such
distribution  will,  under rules set forth in Section 7702, be taxed as ordinary
income to the extent of income in the Policy.
 
     Any loans from a Policy  which is not  classified  as a Modified  Endowment
Contract, will be treated as indebtedness of the Owner and not a distribution.
 
     Personal  interest  payable on a loan under a Policy owned by an individual
is generally  not  deductible.  Furthermore,  no  deduction  will be allowed for
interest on loans under Policies covering the life of any employee or officer of
the taxpayer or any person financially  interested in the business carried on by
the  taxpayer  to the  extent the  indebtedness  for such  employee,  officer or
financially  interested  person exceeds $50,000.  The  deductibility of interest
payable on Policy loans may be subject to further  rules and  limitations  under
Sections 163 and 264 of the Code.
 
     Policy Owners should seek competent tax advice on the tax  consequences  of
taking loans, distributions or surrendering any Policy.
 
MULTIPLE POLICIES
 
     The Code further provides that multiple Modified  Endowment  Contracts that
are issued within a calendar year period to the same owner by one company or its
affiliates  are  treated as one  Modified  Endowment  Contract  for  purposes of
determining  the taxable portion of any loans or  distributions.  Such treatment
may result in adverse  tax  consequences  including  more rapid  taxation of the
loans or distributed  amounts from such combination of contracts.  Policy Owners
should  consult  a tax  adviser  prior to  purchasing  more  than  one  Modified
Endowment Contract in any calendar year period.
 
TAX TREATMENT OF ASSIGNMENTS
 
     An  assignment  of a Policy may be a taxable  event.  Policy  Owners should
therefore  consult  competent  tax  advisers  should  they wish to assign  their
Policies.
 
                                       20
<PAGE>
QUALIFIED PLANS
 
     The  Policies may be used in  conjunction  with  certain  Qualified  Plans.
Because the rules governing such use are complex,  a purchaser  should not do so
until he has consulted a competent Qualified Plans consultant.
 
                         VARIABLE ACCOUNT VOTING RIGHTS
 
     In  accordance  with its view of present  applicable  law, the Company will
vote the shares of the Trust held in the Variable Account at special meetings of
the  shareholders  of the Trust in accordance  with  instructions  received from
Owners (or  Beneficiaries  if  applicable)  having the  voting  interest  in the
Variable  Account.  The Company  will vote shares for which it has not  received
instructions in the same proportion as it votes shares for which it has received
instructions.  The Company will vote shares it owns in the same proportion as it
votes  shares for which it has  received  instructions.  The Trust does not hold
regular meetings of shareholders.
 
     If the Investment  Company Act of 1940 or any regulation  thereunder should
be amended or if the present  interpretation  thereof  should  change,  and as a
result the Company  determines  that it is  permitted  to vote the shares of the
Trust in its own right, it may elect to do so.
 
     The voting interests of the Owner (or the Beneficiary if applicable) in the
Trust will be determined  as follows:  Owners may cast one vote for each $100 of
Account Value of the Policy  allocated to the Sub-Account on the record date for
the shareholder meeting of the Trust. Fractional votes are counted.
 
     The number of shares which a person has a right to vote will be  determined
as of the date to be chosen by the  Company  not more than sixty (60) days prior
to the meeting of the Trust.  Voting  instructions  will be solicited by written
communication at least fourteen (14) days prior to such meeting.
 
     Each Owner (or Beneficiary if applicable) having the voting interest in the
Variable Account will receive periodic reports relating to the Trust in which he
or she has an interest, proxy material and a form with which to give such voting
instructions  with respect to the  proportion of the shares held in the Variable
Account corresponding to his or her interest in the Variable Account.
 
DISREGARD OF VOTING INSTRUCTIONS
 
     The Company may,  when  required to do so by state  insurance  authorities,
vote  shares of the Trust  without  regard to  instructions  from Owners if such
instructions  would  require  such  shares  to be voted to cause any Fund of the
Trust to make (or refrain from making) investments which would result in changes
in the  sub-classification  or investment objectives of the Trust or a Fund. The
Company may also disapprove  changes in the investment  policy  initiated by the
Owners or trustees of the Trust, if such  disapproval is reasonable and is based
on a good faith determination by the Company that the change would violate state
or  federal  law or the  change  would  not be  consistent  with the  investment
objectives  of the Trust or a Fund or which varies from the general  quality and
nature of investments and investment techniques used by other funds with similar
investment objectives underlying other separate accounts of the Company or of an
affiliated  life  insurance  company.  In the event the Company  does  disregard
voting  instructions,  a summary of this  action and the reasons for such action
will be included in the next semi-annual report to Owners.
 
                           DISTRIBUTION OF THE POLICY
 
     The Policy is sold by licensed  insurance  agents,  where the Policy may be
lawfully sold, who are registered  representatives  of broker-dealers  which are
registered  under the  Securities  Exchange  Act of 1934 and are  members of the
National Association of Securities Dealers, Inc.
 
     The  Policy  is  distributed  through  the  principal  underwriter,   NALAC
Financial  Plans,  Inc., 1750 Hennepin Avenue,  Minneapolis,  MN, a wholly-owned
subsidiary of the Company.
 
     Commissions  will  be  paid  to  broker-dealers   who  sell  the  Policies.
Broker-dealers  will be paid  commissions  and expense  reimbursements  up to an
amount equal to 100% of the first Guaranteed  Coverage  Premium;  4% of the next
six  Guaranteed  Coverage  Premiums;  and 2% of all  premiums  paid  thereafter.
Similar  commissions  are paid on premiums  received  after any increase in Face
Amount, or the addition of a rider. In addition, broker-dealers may also receive
additional compensation, based on meeting certain production standards.
 
                               REPORTS TO OWNERS
 
     The Company will send to each Owner annual reports of the Variable Account.
Within 30 days after each Policy  Anniversary,  an annual statement will be sent
to each  Owner.  The  statement  will show the current  amount of death  benefit
payable  under the Policy,  the  current  Policy  Account,  the current Net Cash
Value, current Indebtedness and will show all transactions previously confirmed.
The statement will also show premiums paid, investment returns and all charges
 
                                       21
<PAGE>
deducted during the Policy Year.
 
     Confirmations  will be mailed to Policy  Owners  within  seven  days of the
transaction of: (a) the receipt of premium other than by monthly  pre-authorized
checks  or  drafts or  government  allotments;  (b) any  transfer  between  Sub-
Accounts;  (c)  any  loan,  interest  repayment,  or  loan  repayment;  (d)  any
surrender;  (e)  exercise of the free look  privilege;  (f) any  exchange of the
Policy;  and (g) payment of the death benefit under the Policy.  Upon request, a
Policy Owner shall be entitled to a receipt evidencing payment of premium.
 
                               LEGAL PROCEEDINGS
 
     There  are no  legal  proceedings  to which  the  Variable  Account  or the
principal  underwriter is a party or to which the assets of the Variable Account
are subject.  The Company is not involved in any litigation  that is of material
importance  in  relation  to its total  assets or that  relates to the  Variable
Account.
 
                                    EXPERTS
 
   
     The  financial  statements  of  Allianz  Life  Variable  Account  A and the
consolidated  financial  statements  of the Company as of and for the year ended
December  31, 1995  included in this  Prospectus  have been audited by KPMG Peat
Marwick LLP,  independent  auditors,  as indicated in their reports  included in
this Prospectus, and are included herein, in reliance upon such reports and upon
the authority of said firm as experts in accounting and auditing.
    
 
                                 LEGAL OPINIONS
 
     Legal matters in connection  with the Policies  described  herein are being
passed upon by the law firm of  Blazzard,  Grodd &  Hasenauer,  P.C.,  Westport,
Connecticut.
 
                              FINANCIAL STATEMENTS
 
     The consolidated financial statements of the Company included herein should
be  considered  only as  bearing  upon the  ability  of the  Company to meet its
obligations under the Policies.
 
                                       22
<PAGE>



<TABLE>
<CAPTION>
ALLIANZ LIFE VARIABLE ACCOUNT A
OF ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
===========================================================================================================================

Financial Statements

Statements of Assets and Liabilities
June 30, 1996 (unaudited)

                                                                                                                         U.S.
                                                             Money    Growth and  Precious      High     Real Estate  Government
                                                            Market      Income     Metals      Income    Securities   Securities
                                                             Fund        Fund       Fund        Fund        Fund         Fund
                                                            -------     -------    ------      -------     -------     --------
<S>                                                        <C>        <C>         <C>        <C>         <C>          <C>
Investments at net asset value:
 Franklin Valuemark Funds:
  Money Market Fund, 585,291 shares,
   cost $585,291.......................................    $585,291           -          -           -           -            -
  Growth and Income Fund, 81,453 shares,
   cost $1,132,201.....................................           -   1,321,173          -           -           -            -
  Precious Metals Fund, 10,856 shares,
   cost $146,078.......................................           -           -    161,977           -           -            -
  High Income Fund, 151,154 shares,
   cost $1,868,905.....................................           -           -          -   1,949,883           -            -
  Real Estate Securities Fund, 10,776 shares,
   cost $158,082.......................................           -           -          -           -     192,884            -
  U.S. Government Securities Fund, 48,169 shares,
   cost $519,320.......................................           -           -          -           -           -      617,045
                                                           --------   ---------    -------   ---------     -------      -------
     Total assets......................................     585,291   1,321,173    161,977   1,949,883     192,884      617,045
                                                           --------   ---------    -------   ---------     -------      -------
Liabilities:
 Accrued mortality and expense risk charges............       7,838      10,502      3,803      13,534       1,806        6,530
 Accrued administrative charges........................       1,959       2,625        951       3,383         452        1,632
                                                           --------   ---------    -------   ---------     -------      -------
     Total liabilities.................................       9,797      13,127      4,754      16,917       2,258        8,162
                                                           --------   ---------    -------   ---------     -------      -------
     Net assets........................................    $575,494   1,308,046    157,223   1,932,966     190,626      608,883
                                                           ========   =========    =======   =========     =======      =======
Policy owners' equity (note 5).........................    $575,494   1,308,046    157,223   1,932,966     190,626      608,883
                                                           ========   =========    =======   =========     =======      =======
 Units outstanding.....................................      37,821      44,911      9,552      95,262       8,537       31,064
                                                           ========   =========    =======   =========     =======      =======
 Accumulation unit value per unit......................     $15.216      29.125     16.459      20.291      22.330       19.601
                                                           ========   =========    =======   =========     =======      =======
<FN>
See accompanying notes to unaudited financial statements.
</FN>
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
ALLIANZ LIFE VARIABLE ACCOUNT A
OF ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
===========================================================================================================================

Financial Statements (cont.)

Statements of Assets and Liabilities (cont.)
June 30, 1996 (unaudited)

                                                                                                         Templeton    Investment
                                                       Utility       Zero        Zero        Zero      Global Income     Grade
                                                       Equity       Coupon      Coupon      Coupon      Securities   Intermediate
                                                        Fund      Fund - 2000 Fund - 2005 Fund - 2010      Fund        Bond Fund
                                                      --------      -------     -------     -------      ---------     --------
<S>                                                  <C>          <C>         <C>         <C>          <C>           <C>
Investments at net asset value:
 Franklin Valuemark Funds:
  Utility Equity Fund, 87,205 shares,
   cost $1,126,934................................   $1,546,145           -           -           -              -            -
  Zero Coupon Fund - 2000, 23,622 shares,
   cost $259,837..................................            -     342,993           -           -              -            -
  Zero Coupon Fund - 2005, 24,052 shares,
   cost $279,161..................................            -           -     368,954           -              -            -
  Zero Coupon Fund - 2010, 9,999 shares,
   cost $147,400..................................            -           -           -     149,592              -            -
  Templeton Global Income Securities Fund,
   8,104 shares, cost $102,391....................            -           -           -           -        101,945            -
  Investment Grade Intermediate Bond Fund,
   5,213 shares, cost $69,606.....................            -           -           -           -              -       69,861
                                                     ----------     -------     -------     -------        -------       ------
     Total assets.................................    1,546,145     342,993     368,954     149,592        101,945       69,861
                                                     ----------     -------     -------     -------        -------       ------
Liabilities:
 Accrued mortality and expense risk charges.......       16,217       3,765       3,662       1,522            975          975
 Accrued administrative charges...................        4,054         941         915         380            244          244
                                                     ----------     -------     -------     -------        -------       ------
     Total liabilities............................       20,271       4,706       4,577       1,902          1,219        1,219
                                                     ----------     -------     -------     -------        -------       ------
     Net assets...................................   $1,525,874     338,287     364,377     147,690        100,726       68,642
                                                     ==========     =======     =======     =======        =======       ======
Policy owners' equity (note 5)....................   $1,525,874     338,287     364,377     147,690        100,726       68,642
                                                     ==========     =======     =======     =======        =======       ======
 Units outstanding................................       62,808      14,763      14,389       5,353          6,505        4,481
                                                     ==========     =======     =======     =======        =======       ======
 Accumulation unit value per unit.................      $24.294      22.914      25.324      27.592         15.484       15.320
                                                     ==========     =======     =======     =======        =======       ======
<FN>
See accompanying notes to unaudited financial statements.
</FN>
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
ALLIANZ LIFE VARIABLE ACCOUNT A
OF ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
===========================================================================================================================

Financial Statements (cont.)

Statements of Assets and Liabilities (cont.)
June 30, 1996 (unaudited)

                                                                   Adjustable    Templeton              Templeton      Templeton
                                                         Income        U.S.       Pacific    Rising   International   Developing
                                                       Securities  Government     Growth    Dividends    Equity     Markets Equity
                                                          Fund        Fund         Fund       Fund        Fund           Fund
                                                         -------    --------      -------    ------     --------     ----------
<S>                                                    <C>         <C>           <C>        <C>       <C>           <C>
Investments at net asset value:
 Franklin Valuemark Funds:
  Income Securities Fund, 42,538 shares,
   cost $657,631.....................................   $684,440           -           -          -            -              -
  Adjustable U.S. Government Fund, 23,318 shares,
   cost $252,996.....................................          -     238,309           -          -            -              -
  Templeton Pacific Growth Fund, 25,774 shares,
   cost $351,629.....................................          -           -     384,035          -            -              -
  Rising Dividends Fund, 16,462 shares,
   cost $195,835.....................................          -           -           -    218,946            -              -
  Templeton International Equity Fund,
   54,455 shares, cost $721,556......................          -           -           -          -      768,353              -
  Templeton Developing Markets Equity Fund,
   32,352 shares, cost $329,116......................          -           -           -          -            -        357,486
                                                        --------     -------     -------    -------      -------        -------
     Total assets....................................    684,440     238,309     384,035    218,946      768,353        357,486
                                                        --------     -------     -------    -------      -------        -------
Liabilities:
 Accrued mortality and expense risk charges..........      4,627         646       3,282      1,443        4,905          1,909
 Accrued administrative charges......................      1,157         161         820        361        1,226            477
                                                        --------     -------     -------    -------      -------        -------
     Total liabilities...............................      5,784         807       4,102      1,804        6,131          2,386
                                                        --------     -------     -------    -------      -------        -------
     Net assets......................................   $678,656     237,502     379,933    217,142      762,222        355,100
                                                        ========     =======     =======    =======      =======        =======
Policy owners' equity (note 5).......................   $678,656     237,502     379,933    217,142      762,222        355,100
                                                        ========     =======     =======    =======      =======        =======
 Units outstanding...................................     33,252      18,770      24,327     15,857       50,090         32,858
                                                        ========     =======     =======    =======      =======        =======
 Accumulation unit value per unit....................    $20.410      12.653      15.617     13.693       15.217         10.807
                                                        ========     =======     =======    =======      =======        =======
<FN>
See accompanying notes to unaudited financial statements.
</FN>
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
ALLIANZ LIFE VARIABLE ACCOUNT A
OF ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
===========================================================================================================================

Financial Statements (cont.)

Statements of Assets and Liabilities (cont.)
June 30, 1996 (unaudited)

                                                                                   Templeton    Templeton
                                                                                    Global    Global Asset   Small       Total
                                                                                    Growth     Allocation     Cap         All
                                                                                     Fund         Fund       Fund        Funds
                                                                                    -------     --------     -----     --------
<S>                                                                                <C>        <C>           <C>       <C>
Investments at net asset value:
 Franklin Valuemark Funds:
  Templeton Global Growth Fund, 46,273 shares, cost $533,989....................   $583,504            -         -
  Templeton Global Asset Allocation Fund, 45,671 shares, cost $512,881..........          -      519,284         -
  Small Cap Fund, 1,407 shares, cost $16,927....................................          -            -    17,096
                                                                                   --------      -------    ------
     Total assets...............................................................    583,504      519,284    17,096    11,179,196
                                                                                   --------      -------    ------    ----------
Liabilities:
 Accrued mortality and expense risk charges.....................................      2,776          424         3        91,144
 Accrued administrative charges.................................................        694          106         -        22,782
                                                                                   --------      -------    ------    ----------
     Total liabilities..........................................................      3,470          530         3       113,926
                                                                                   --------      -------    ------    ----------
     Net assets.................................................................   $580,034      518,754    17,093    11,065,270
                                                                                   ========      =======    ======    ==========
Policy owners' equity (note 5)..................................................   $580,034      518,754    17,093    11,065,270
                                                                                   ========      =======    ======    ==========
 Units outstanding..............................................................     47,459       45,232     1,422       604,713
                                                                                   ========      =======    ======    ==========
 Accumulation unit value per unit...............................................    $12.222       11.469    12.022
                                                                                   ========      =======    ======
<FN>
See accompanying notes to unaudited financial statements.
</FN>
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
ALLIANZ LIFE VARIABLE ACCOUNT A
OF ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
===========================================================================================================================

Financial Statements (cont.)

Statements of Operations
For the period ended June 30, 1996 (unaudited)
and the years ended December 31, 1995 and 1994

                                          Money Market Fund            Growth and Income Fund          Precious Metals Fund
                                    -----------------------------    --------------------------     ---------------------------
                                      1996        1995       1994      1996      1995      1994      1996      1995       1994
                                    ---------    -------    ------   -------    ------    ------    ------    -------    ------
<S>                                 <C>                              <C>                            <C>
Investment income:
 Dividends reinvested in
  fund shares..................      $ 17,843     33,164    14,466     28,758    10,179     4,301     2,102      3,600      626
                                   ----------    -------   -------    -------   -------   -------    ------    -------   ------
Expenses:
 Mortality and expense
  risk charges.................         2,292      4,898     2,689      3,948     5,842     3,726       775      2,489      700
 Administrative charges........           573      1,225       672        987     1,460       932       194        622      175
                                   ----------    -------   -------    -------   -------   -------    ------    -------   ------
      Total expenses...........         2,865      6,123     3,361      4,935     7,302     4,658       969      3,111      875
                                   ----------    -------   -------    -------   -------   -------    ------    -------   ------
      Investment income
       (loss), net.............        14,978     27,041    11,105     23,823     2,877      (357)    1,133        489     (249)
Realized gains (losses) and
 unrealized appreciation
 (depreciation) on investments:
  Realized capital gain distri-
   butions on mutual funds.....             -          -         -    101,857    22,157     8,957     1,927      2,665        -
                                   ----------    -------   -------    -------   -------   -------    ------    -------   ------
  Realized gains (losses) on
   sales of investments:
    Proceeds from sales........     1,839,290    965,636   513,009     87,012    97,576   114,661    47,031    161,878   11,123
    Cost of investments sold...    (1,839,290)  (965,636) (513,009)   (65,362)  (77,218)  (94,631)  (37,645)  (146,847)  (9,528)
                                   ----------    -------   -------    -------   -------   -------    ------    -------   ------
     Total realized gains
      (losses) on sales of
      investments, net.........             -          -         -     21,650    20,358    20,030     9,386     15,031    1,595
                                   ----------    -------   -------    -------   -------   -------    ------    -------   ------
     Realized gains (losses)
      on investments, net......             -          -         -    123,507    42,515    28,987    11,313     17,696    1,595
  Net change in unrealized
   appreciation (depreciation)
   on investments..............             -          -         -    (87,411)  184,273   (45,642)    2,882    (10,144)  (2,094)
                                   ----------    -------   -------    -------   -------   -------    ------    -------   ------
     Total realized gains
      (losses) and unrealized
      appreciation
      (depreciation) on
      investments, net.........             -          -         -     36,096   226,788   (16,655)   14,195      7,552     (499)
                                   ----------    -------   -------    -------   -------   -------    ------    -------   ------
Net increase (decrease) in
 net assets from operations....      $ 14,978     27,041    11,105     59,919   229,665   (17,012)   15,328      8,041     (748)
                                   ==========    =======   =======    =======   =======   =======    ======    =======   ======
<FN>
See accompanying notes to unaudited financial statements.
</FN>
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
ALLIANZ LIFE VARIABLE ACCOUNT A
OF ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
===========================================================================================================================

Financial Statements (cont.)

Statements of Operations (cont.)
For the period ended June 30, 1996 (unaudited)
and the years ended December 31, 1995 and 1994
                                                                                   Real                         U.S.
                                               High Income Fund           Estate Securities Fund     Government Securities Fund
                                         ----------------------------    ------------------------    --------------------------
                                           1996       1995      1994      1996     1995     1994      1996      1995      1994
                                         --------    ------    ------    ------   ------   ------    ------    ------    ------
<S>                                      <C>                             <C>                         <C>
Investment income:
 Dividends reinvested in fund shares..   $167,136    78,044    44,601     7,595    3,875      613    45,170     41,763    29,171
                                         --------   -------    ------    ------   ------    -----    ------    -------   -------
Expenses:
 Mortality and expense risk charges...      4,831     7,709     6,671       618      833      672     1,837      3,974     3,380
 Administrative charges...............      1,208     1,927     1,668       154      208      168       459        994       845
                                         --------   -------    ------    ------   ------    -----    ------    -------   -------
      Total expenses..................      6,039     9,636     8,339       772    1,041      840     2,296      4,968     4,225
                                         --------   -------    ------    ------   ------    -----    ------    -------   -------
      Investment income (loss), net...    161,097    68,408    36,262     6,823    2,834     (227)   42,874     36,795    24,946
Realized gains (losses) and unrealized
 appreciation (depreciation)
 on investments:
  Realized capital gain distributions
   on mutual funds....................      8,872         -     6,061         -        -        -         -          -     2,285
                                         --------   -------    ------    ------   ------    -----    ------    -------   -------
  Realized gains (losses) on sales
   of investments:
    Proceeds from sales...............     64,922    47,176    51,287     5,499   22,803    5,838    37,213     33,799   131,317
    Cost of investments sold..........    (57,029)  (39,566)  (45,931)   (4,326) (19,244)  (4,033)  (30,654)   (26,326)  (99,718)
                                         --------   -------    ------    ------   ------    -----    ------    -------   -------
      Total realized gains (losses)
       on sales of investments, net...      7,893     7,610     5,356     1,173    3,559    1,805     6,559      7,473    31,599
                                         --------   -------    ------    ------   ------    -----    ------    -------   -------
      Realized gains (losses)
       on investments, net............     16,765     7,610    11,417     1,173    3,559    1,805     6,559      7,473    33,884
  Net change in unrealized appreciation
   (depreciation) on investments......   (128,310)  122,964   (81,774)    3,354   14,488      759   (61,549)    56,173   (91,983)
                                         --------   -------    ------    ------   ------    -----    ------    -------   -------
      Total realized gains (losses)
       and unrealized appreciation
       (depreciation) on
       investments, net...............   (111,545)  130,574   (70,357)    4,527   18,047    2,564   (54,990)    63,646   (58,099)
                                         --------   -------    ------    ------   ------    -----    ------    -------   -------
Net increase (decrease) in net assets
 from operations......................   $ 49,552   198,982   (34,095)   11,350   20,881    2,337   (12,116)   100,441   (33,153)
                                         ========   =======    ======    ======   ======    =====    ======    =======   =======
<FN>
See accompanying notes to unaudited financial statements.
</FN>
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
ALLIANZ LIFE VARIABLE ACCOUNT A
OF ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
===========================================================================================================================

Financial Statements (cont.)

Statements of Operations (cont.)
For the period ended June 30, 1996 (unaudited)
and the years ended December 31, 1995 and 1994

                                              Utility Equity Fund         Zero Coupon Fund - 1995     Zero Coupon Fund - 2000
                                         -----------------------------   ------------------------    -------------------------
                                          1996       1995       1994     1996     1995      1994      1996     1995      1994
                                         -------    ------     -------   ----    -------   ------    ------   ------    ------
<S>                                      <C>                             <C>                         <C>
Investment income:
 Dividends reinvested in fund shares.   $ 75,714    70,912      44,904      -     17,379   15,282    19,213   13,993    14,292
                                        --------   -------     -------   ----    -------   ------    ------   ------    ------
Expenses:
 Mortality and expense risk charges..      6,251     8,983       6,698      -       (594)   1,529       961    2,179     1,769
 Administrative charges..............      1,563     2,246       1,674      -       (149)     383       240      545       442
                                        --------   -------     -------   ----    -------   ------    ------   ------    ------
      Total expenses.................      7,814    11,229       8,372      -       (743)   1,912     1,201    2,724     2,211
                                        --------   -------     -------   ----    -------   ------    ------   ------    ------
      Investment income (loss), net..     67,900    59,683      36,532      -     18,122   13,370    18,012   11,269    12,081
Realized gains (losses) and
 unrealized appreciation (depreciation)
 on investments:
  Realized capital gain distributions
   on mutual funds...................          -         -       7,958      -         86      625       190        -     2,038
                                        --------   -------     -------   ----    -------   ------    ------   ------    ------
  Realized gains (losses) on
   sales of investments:
    Proceeds from sales..............    134,932   112,297     183,473      -    273,701    4,692     2,451    3,895    14,723
    Cost of investments sold.........    (93,100)  (88,887)   (138,153)     -   (236,082)  (3,908)   (1,759)  (2,731)  (10,946)
                                        --------   -------     -------   ----    -------   ------    ------   ------    ------
     Total realized gains (losses)
      on sales of investments, net...     41,832    23,410      45,320      -     37,619      784       692    1,164     3,777
                                        --------   -------     -------   ----    -------   ------    ------   ------    ------
     Realized gains (losses) on
      investments, net...............     41,832    23,410      53,278      -     37,705    1,409       882    1,164     5,815
  Net change in unrealized
   appreciation (depreciation)
   on investments....................    (49,053)  259,686    (253,440)     -    (37,457) (14,916)  (27,487)  44,013   (41,764)
                                        --------   -------     -------   ----    -------   ------    ------   ------    ------
     Total realized gains (losses)
      and unrealized appreciation
      (depreciation) on
      investments, net...............     (7,221)  283,096    (200,162)     -        248  (13,507)  (26,605)  45,177   (35,949)
                                        --------   -------     -------   ----    -------   ------    ------   ------    ------
Net increase (decrease) in net assets
 from operations.....................   $ 60,679   342,779    (163,630)     -     18,370     (137)   (8,593)  56,446   (23,868)
                                        ========   =======     =======   ====    =======   ======    ======   ======    ======
<FN>
See accompanying notes to unaudited financial statements.
</FN>
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
ALLIANZ LIFE VARIABLE ACCOUNT A
OF ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
===========================================================================================================================

Financial Statements (cont.)

Statements of Operations (cont.)
For the period ended June 30, 1996 (unaudited)
and the years ended December 31, 1995 and 1994

                                                                                                           Templeton Global
                                               Zero Coupon Fund - 2005      Zero Coupon Fund - 2010     Income Securities Fund
                                              -------------------------    -------------------------    -----------------------
                                               1996      1995     1994      1996     1995      1994     1996     1995     1994
                                              -------    -----   ------    ------    -----    ------    -----   ------   ------
<S>                                           <C>                          <C>                          <C>
Investment income:
 Dividends reinvested in fund shares......    $19,668   12,928    11,417    8,167    3,109     7,316    7,568     2,871     494
                                              -------   ------    ------   ------   ------    ------    -----    ------   -----
Expenses:
 Mortality and expense risk charges.......        845    2,227     1,741      106      916       926      292       470     129
 Administrative charges...................        211      557       435       26      229       231       73       118      32
                                              -------   ------    ------   ------   ------    ------    -----    ------   -----
      Total expenses......................      1,056    2,784     2,176      132    1,145     1,157      365       588     161
                                              -------   ------    ------   ------   ------    ------    -----    ------   -----
      Investment income (loss), net.......     18,612   10,144     9,241    8,035    1,964     6,159    7,203     2,283     333
Realized gains (losses) and unrealized
 appreciation (depreciation) on investments:
  Realized capital gain distributions
   on mutual funds........................          -        -     3,569    2,213        -     3,560        -         -     204
                                              -------   ------    ------   ------   ------    ------    -----    ------   -----
  Realized gains (losses) on sales
   of investments:
    Proceeds from sales...................      6,300    4,311    75,603    1,498    1,827    79,261    5,658    15,642   2,577
    Cost of investments sold..............     (4,250)  (2,816)  (52,536)  (1,403)  (1,569)  (81,331)  (5,332)  (15,250) (2,445)
                                              -------   ------    ------   ------   ------    ------    -----    ------   -----
     Total realized gains (losses)
      on sales of investments, net........      2,050    1,495    23,067       95      258    (2,070)     326       392     132
                                              -------   ------    ------   ------   ------    ------    -----    ------   -----
     Realized gains (losses)
      on investments, net.................      2,050    1,495    26,636    2,308      258     1,490      326       392     336
Net change in unrealized appreciation
 (depreciation) on investments............    (44,112)  68,320   (72,608) (27,978)  32,162   (29,320)  (6,552)    6,634  (2,030)
                                              -------   ------    ------   ------   ------    ------    -----    ------   -----
     Total realized gains (losses) and
      unrealized appreciation
      (depreciation) on investments, net..    (42,062)  69,815   (45,972) (25,670)  32,420   (27,830)  (6,226)    7,026  (1,694)
                                              -------   ------    ------   ------   ------    ------    -----    ------   -----
Net increase (decrease) in net assets
 from operations..........................   ($23,450)  79,959   (36,731) (17,635)  34,384   (21,671)     977     9,309  (1,361)
                                              =======   ======    ======   ======   ======    ======    =====    ======   =====
<FN>
See accompanying notes to unaudited financial statements.
</FN>
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
ALLIANZ LIFE VARIABLE ACCOUNT A
OF ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
===========================================================================================================================

Financial Statements (cont.)

Statements of Operations (cont.)
For the period ended June 30, 1996 (unaudited)
and the years ended December 31, 1995 and 1994

                                                  Investment Grade                                          Adjustable U.S.
                                               Intermediate Bond Fund      Income Securities Fund           Government Fund
                                               -----------------------   -------------------------    --------------------------
                                                1996     1995     1994    1996      1995      1994     1996      1995      1994
                                               ------   ------    ----   ------    ------    ------   ------    ------     -----
<S>                                            <C>                       <C>                          <C>
Investment income:
 Dividends reinvested in fund shares........   $3,706    3,949    253    33,370    19,772     2,467   18,030     1,373      184
                                               ------   ------    ---    ------    ------    ------   ------    ------    -----
Expenses:
 Mortality and expense risk charges.........      205      529    169     1,917     2,265       963      265       139       27
 Administrative charges.....................       51      132     42       479       566       241       66        35        7
                                               ------   ------    ---    ------    ------    ------   ------    ------    -----
      Total expenses........................      256      661    211     2,396     2,831     1,204      331       174       34
                                               ------   ------    ---    ------    ------    ------   ------    ------    -----
      Investment income (loss), net.........    3,450    3,288     42    30,974    16,941     1,263   17,699     1,199      150
Realized gains (losses) and unrealized
 appreciation (depreciation) on investments:
  Realized capital gain distributions
   on mutual funds..........................        -        -     36     5,550     1,592       367        -         -        -
                                               ------   ------    ---    ------    ------    ------   ------    ------    -----
  Realized gains (losses) on sales
   of investments:
    Proceeds from sales.....................    2,848   44,251    577    16,603    55,949    29,910    2,347    11,606    8,733
    Cost of investments sold................   (2,696) (43,145)  (565)  (15,183)  (55,228)  (30,339)  (2,329)  (11,571)  (8,814)
                                               ------   ------    ---    ------    ------    ------   ------    ------    -----
     Total realized gains (losses) on
      sales of investments, net.............      152    1,106     12     1,420       721      (429)      18        35      (81)
                                               ------   ------    ---    ------    ------    ------   ------    ------    -----
     Realized gains (losses)
      on investments, net...................      152    1,106     48     6,970     2,313       (62)      18        35      (81)
Net change in unrealized appreciation
 (depreciation) on investments..............   (3,320)   2,630    150   (15,459)   47,314    (9,527) (14,887)      240      (98)
                                               ------   ------    ---    ------    ------    ------   ------    ------    -----
     Total realized gains (losses)
      and unrealized appreciation
      (depreciation) on investments, net....   (3,168)   3,736    198    (8,489)   49,627    (9,589) (14,869)      275     (179)
                                               ------   ------    ---    ------    ------    ------   ------    ------    -----
Net increase (decrease) in net assets
 from operations............................    $ 282    7,024    240    22,485    66,568    (8,326)   2,830     1,474      (29)
                                               ======   ======    ===    ======    ======    ======   ======    ======    =====
<FN>
See accompanying notes to unaudited financial statements.
</FN>
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
ALLIANZ LIFE VARIABLE ACCOUNT A
OF ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
===========================================================================================================================

Financial Statements (cont.)

Statements of Operations (cont.)
For the period ended June 30, 1996 (unaudited)
and the years ended December 31, 1995 and 1994

                                                     Templeton                                                Templeton
                                                 Pacific Growth Fund         Rising Dividends Fund    International Equity Fund
                                            ----------------------------   ------------------------   -------------------------
                                             1996      1995       1994      1996      1995    1994     1996     1995      1994
                                            -------   ------     -------   ------    ------   -----   ------   ------     -----
<S>                                         <C>                           <C>                         <C>
Investment income:
 Dividends reinvested in fund shares.....   $10,710    4,502        347     3,981    1,695     601    19,177     6,289      71
                                            -------   ------    -------    ------   ------   -----    ------    ------   -----
Expenses:
 Mortality and expense risk charges......     1,323    1,485        689       563      587     227     2,394     2,178     323
 Administrative charges..................       331      371        172       141      147      57       598       545      81
                                            -------   ------    -------    ------   ------   -----    ------    ------   -----
      Total expenses.....................     1,654    1,856        861       704      734     284     2,992     2,723     404
                                            -------   ------    -------    ------   ------   -----    ------    ------   -----
      Investment income (loss), net......     9,056    2,646       (514)    3,277      961     317    16,185     3,566    (333)
Realized gains (losses) and unrealized
 appreciation (depreciation) on investments:
  Realized capital gain distributions
   on mutual funds.......................     6,208    1,872        672         -        -       -    23,468     7,792      95
                                            -------   ------    -------    ------   ------   -----    ------    ------   -----
  Realized gains (losses) on sales
   of investments:
    Proceeds from sales..................    44,827   60,917    116,746    13,787    6,910     752    29,567    37,517     895
    Cost of investments sold.............   (39,575) (59,672)  (108,205)  (12,131)  (6,447)   (796)  (26,803)  (36,911)   (878)
                                            -------   ------    -------    ------   ------   -----    ------    ------   -----
     Total realized gains (losses)
      on sales of investments, net.......     5,252    1,245      8,541     1,656      463     (44)    2,764       606      17
                                            -------   ------    -------    ------   ------   -----    ------    ------   -----
     Realized gains (losses)
      on investments, net................    11,460    3,117      9,213     1,656      463     (44)   26,232     8,398     112
Net change in unrealized appreciation
 (depreciation) on investments...........    15,942   13,125    (24,505)    6,234   19,701  (2,053)   29,913    19,054  (3,562)
                                            -------   ------    -------    ------   ------   -----    ------    ------   -----
     Total realized gains (losses)
      and unrealized appreciation
      (depreciation) on investments, net.    27,402   16,242    (15,292)    7,890   20,164  (2,097)   56,145    27,452  (3,450)
                                            -------   ------    -------    ------   ------   -----    ------    ------   -----
Net increase (decrease) in net assets
 from operations.........................   $36,458   18,888    (15,806)   11,167   21,125  (1,780)   72,330    31,018  (3,783)
                                            =======   ======    =======    ======   ======   =====    ======    ======   =====
<FN>
See accompanying notes to unaudited financial statements.
</FN>
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
ALLIANZ LIFE VARIABLE ACCOUNT A
OF ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
===========================================================================================================================

Financial Statements (cont.)

Statements of Operations (cont.)
For the period ended June 30, 1996 (unaudited)
and the years ended December 31, 1995 and 1994

                                                            Templeton                    Templeton            Templeton Global
                                                 Developing Markets Equity Fund     Global Growth Fund      Asset Allocation Fund
                                                   --------------------------    -------------------------    ------------------
                                                    1996      1995      1994      1996      1995     1994     1996   1995   1994
                                                   ------    ------    ------    ------    ------    -----    -----  ----    ---
<S>                                              <C>                            <C>                         <C>
Investment income:
 Dividends reinvested in fund shares............  $ 2,914       562         -     8,202     1,137        -      228     4     -
                                                  -------    ------     -----    ------    ------    -----    -----   ---    --
Expenses:
 Mortality and expense risk charges.............    1,025     3,898     3,197     1,513     1,255       65      448    25     -
 Administrative charges.........................      256       975       799       378       314       16      112     6     -
                                                  -------    ------     -----    ------    ------    -----    -----   ---    --
      Total expenses............................    1,281     4,873     3,996     1,891     1,569       81      560    31     -
                                                  -------    ------     -----    ------    ------    -----    -----   ---    --
      Investment income (loss), net.............    1,633    (4,311)   (3,996)    6,311      (432)     (81)    (332)  (27)    -
Realized gains (losses) and unrealized
 appreciation (depreciation) on investments:
  Realized capital gain distributions
   on mutual funds..............................    5,391       132         -     8,202         -        -      456     -     -
                                                  -------    ------     -----    ------    ------    -----    -----   ---    --
  Realized gains (losses) on sales of investments:
   Proceeds from sales..........................   20,302    37,410     2,518    12,721    28,814    3,901      113   168     -
   Cost of investments sold.....................  (18,302)  (37,995)   (2,585)  (11,394)  (28,227)  (3,952)    (114) (151)    -
                                                  -------    ------     -----    ------    ------    -----    -----   ---    --
     Total realized gains (losses) on sales
      of investments, net.......................    2,000      (585)      (67)    1,327       587      (51)      (1)   17     -
                                                  -------    ------     -----    ------    ------    -----    -----   ---    --
     Realized gains (losses) on
      investments, net..........................    7,391      (453)      (67)    9,529       587      (51)     455    17     -
Net change in unrealized appreciation
 (depreciation) on investments..................   26,899     4,422    (2,951)   26,191    23,468     (144)   6,418   (15)    -
                                                  -------    ------     -----    ------    ------    -----    -----   ---    --
     Total realized gains (losses) and
      unrealized appreciation (depreciation)
      on investments, net.......................   34,290     3,969    (3,018)   35,720    24,055     (195)   6,873     2     -
                                                  -------    ------     -----    ------    ------    -----    -----   ---    --
Net increase (decrease) in net assets
 from operations................................  $35,923      (342)   (7,014)   42,031    23,623     (276)   6,541   (25)    -
                                                  =======    ======     =====    ======    ======    =====    =====   ===    ==
<FN>
See accompanying notes to unaudited financial statements.
</FN>
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
ALLIANZ LIFE VARIABLE ACCOUNT A
OF ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
===========================================================================================================================

Financial Statements (cont.)

Statements of Operations (cont.)
For the period ended June 30, 1996 (unaudited)
and the years ended December 31, 1995 and 1994

                                                                       Small Cap Fund                 Total All Funds
                                                                     ------------------      --------------------------------
                                                                     1996    1995  1994       1996         1995         1994
                                                                     ----     ---   ---      ------       ------      --------
<S>                                                                  <C>                     <C>
Investment income:
 Dividends reinvested in fund shares.............................       -      -     -       499,252       331,100     191,406
                                                                     ----     --    --     ---------     ---------   ---------
Expenses:
 Mortality and expense risk charges..............................     $ 2      -     -        32,411        52,287      36,290
 Administrative charges..........................................       -      -     -         8,100        13,073       9,072
                                                                     ----     --    --     ---------     ---------   ---------
      Total expenses.............................................       2      -     -        40,511        65,360      45,362
                                                                     ----     --    --     ---------     ---------   ---------
      Investment income (loss), net..............................      (2)     -     -       458,741       265,740     146,044
Realized gains (losses) and unrealized appreciation
 (depreciation) on investments:
  Realized capital gain distributions on mutual funds............       -      -     -       164,334        36,296      36,427
                                                                     ----     --    --     ---------     ---------   ---------
  Realized gains (losses) on sales of investments:
   Proceeds from sales...........................................       -      -     -     2,374,921     2,024,083   1,351,596
   Cost of investments sold......................................       -      -     -    (2,268,677)   (1,901,519) (1,212,303)
                                                                     ----     --    --     ---------     ---------   ---------
     Total realized gains (losses) on sales of investments, net..       -      -     -       106,244       122,564     139,293
                                                                     ----     --    --     ---------     ---------   ---------
     Realized gains (losses) on investments, net.................       -      -     -       270,578       158,860     175,720
Net change in unrealized appreciation (depreciation)
 on investments..................................................     169      -     -      (348,116)      871,051    (677,502)
                                                                     ----     --    --     ---------     ---------   ---------
     Total realized gains (losses) and unrealized
      appreciation (depreciation) on investments, net............     169      -     -       (77,538)    1,029,911    (501,782)
                                                                     ----     --    --     ---------     ---------   ---------
Net increase (decrease) in net assets from operations............    $167      -     -       381,203     1,295,651    (355,738)
                                                                     ====     ==    ==     =========     =========   =========
<FN>
See accompanying notes to unaudited financial statements.
</FN>
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
ALLIANZ LIFE VARIABLE ACCOUNT A
OF ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
===========================================================================================================================

Financial Statements (cont.)

Statements of Changes in Net Assets
For the period ended June 30, 1996 (unaudited)
and the years ended December 31, 1995 and 1994

                                        Money Market Fund               Growth and Income Fund          Precious Metals Fund
                                 --------------------------------    ----------------------------    --------------------------
                                   1996        1995        1994       1996        1995      1994      1996      1995      1994
                                 ---------    -------     -------    -------     -------   ------    ------    ------    ------
<S>                             <C>                                 <C>                             <C>
Increase (decrease) in net assets:
  Operations:
   Investment income
    (loss), net..............     $ 14,978     27,041      11,105      23,823       2,877     (357)   1,133       489      (249)
  Realized gains (losses)
   on investments, net.......            -          -           -     123,507      42,515   28,987   11,313    17,696     1,595
  Net change in unrealized
   appreciation (depreciation)
   on investments............            -          -           -     (87,411)    184,273  (45,642)   2,882   (10,144)   (2,094)
                                 ---------  ---------     -------   ---------   ---------  -------  -------   -------   -------
    Net increase (decrease)
     in net assets from
     operations..............       14,978     27,041      11,105      59,919     229,665  (17,012)  15,328     8,041      (748)
                                 ---------  ---------     -------   ---------   ---------  -------  -------   -------   -------
  Policy transactions (note 5):
   Purchase payments.........    1,667,413  1,140,571     835,456     180,201     233,408   15,811    8,911    24,963       988
   Transfers between funds...   (1,763,540)  (843,539)   (442,767)    101,254     111,030   97,056  (19,482)   23,956    89,216
   Surrenders and
    terminations.............      (26,428)   (48,126)   (101,035)    (26,091)    (54,886) (49,775)  (6,871)  (81,139)   (8,168)
   Policy loan transactions..       (5,692)      (251)       (354)     12,088         842  (35,837)    (524)      282        13
   Other transactions
    (note 2).................        6,911   (124,409)    (80,760)    (72,491)    (92,875) (13,810)  (4,923)  (12,614)   (2,141)
                                 ---------  ---------     -------   ---------   ---------  -------  -------   -------   -------
    Net increase
     (decrease) in net
     assets resulting from
     policy transactions.....     (121,336)   124,246     210,540     194,961     197,519   13,445  (22,889)  (44,552)   79,908
                                 ---------  ---------     -------   ---------   ---------  -------  -------   -------   -------
Increase (decrease) in
 net assets..................     (106,358)   151,287     221,645     254,880     427,184   (3,567)  (7,561)  (36,511)   79,160
                                 ---------  ---------     -------   ---------   ---------  -------  -------   -------   -------
Net assets at beginning
 of period...................      681,852    530,565     308,920   1,053,166     625,982  629,549  164,784   201,295   122,135
                                 ---------  ---------     -------   ---------   ---------  -------  -------   -------   -------
Net assets at end of period..    $ 575,494    681,852     530,565   1,308,046   1,053,166  625,982  157,223   164,784   201,295
                                 =========  =========     =======   =========   =========  =======  =======   =======   =======
<FN>
See accompanying notes to unaudited financial statements.
</FN>
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
ALLIANZ LIFE VARIABLE ACCOUNT A
OF ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
===========================================================================================================================

Financial Statements (cont.)

Statements of Changes in Net Assets (cont.)
For the period ended June 30, 1996 (unaudited)
and the years ended December 31, 1995 and 1994
                                                                                  Real                          U.S.
                                            High Income Fund             Estate Securities Fund      Government Securities Fund
                                    --------------------------------    -------------------------    --------------------------
                                      1996        1995        1994       1996     1995      1994      1996      1995      1994
                                    --------     -------     -------    ------   ------     -----    ------    ------    ------
<S>                                <C>                               <C>                            <C>
Increase (decrease) in net assets:
  Operations:
   Investment income (loss), net.   $ 161,097      68,408     36,262     6,823    2,834     (227)    42,874    36,795     24,946
   Realized gains (losses)
    on investments, net..........      16,765       7,610     11,417     1,173    3,559    1,805      6,559     7,473     33,884
   Net change in unrealized
    appreciation (depreciation)
    on investments...............    (128,310)    122,964    (81,774)    3,354   14,488      759    (61,549)   56,173    (91,983)
                                   ----------   ---------  --------- ---------  -------   ------    -------   -------    -------
    Net increase (decrease)
     in net assets from
     operations..................      49,552     198,982    (34,095)   11,350   20,881    2,337    (12,116)  100,441    (33,153)
                                   ----------   ---------  --------- ---------  -------   ------    -------   -------    -------
 Policy transactions (note 5):
  Purchase payments..............      28,601      44,935      4,791    26,082   53,203    7,592     11,779    25,128      1,041
  Transfers between funds........     586,891      37,055    (10,182)    7,936   38,779   14,088    (20,849)   24,109   (111,346)
  Surrenders and terminations....      (3,551)    (14,331)   (14,141)     (675)  (8,139)       -     (7,837)  (18,462)         -
  Policy loan transactions.......       8,073       1,359      9,224    (1,383)    (145)     222        148    (2,060)       (18)
  Other transactions (note 2)....     (18,942)    (32,177)   (16,496)  (12,209) (23,363)  (3,248)    (9,191)  (16,258)    (8,802)
                                   ----------   ---------  --------- ---------  -------   ------    -------   -------    -------
   Net increase (decrease)
    in net assets resulting
    from policy transactions.....     601,072      36,841    (26,804)   19,751   60,335   18,654    (25,950)   12,457   (119,125)
                                   ----------   ---------  --------- ---------  -------   ------    -------   -------    -------
Increase (decrease) in net assets     650,624     235,823    (60,899)   31,101   81,216   20,991    (38,066)  112,898   (152,278)
                                   ----------   ---------  --------- ---------  -------   ------    -------   -------    -------
Net assets at beginning of period   1,282,342   1,046,519  1,107,418   159,525   78,309   57,318    646,949   534,051    686,329
                                   ----------   ---------  --------- ---------  -------   ------    -------   -------    -------
Net assets at end of period......  $1,932,966   1,282,342  1,046,519   190,626  159,525   78,309    608,883   646,949    534,051
                                   ==========   =========  ========= =========  =======   ======    =======   =======    =======
<FN>
See accompanying notes to unaudited financial statements.
</FN>
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
ALLIANZ LIFE VARIABLE ACCOUNT A
OF ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
===========================================================================================================================

Financial Statements (cont.)

Statements of Changes in Net Assets (cont.)
For the period ended June 30, 1996 (unaudited)
and the years ended December 31, 1995 and 1994

                                            Utility Equity Fund          Zero Coupon Fund - 1995     Zero Coupon Fund - 2000
                                      -------------------------------    -----------------------    -------------------------
                                        1996        1995        1994     1996    1995      1994       1996     1995     1994
                                      --------     ------      ------    ----  -------    ------    ------    ------   ------

<S>                                   <C>                                <C>                        <C>
Increase (decrease) in net assets:
 Operations:
  Investment income (loss), net...     $ 67,900     59,683      36,532     -    18,122    13,370    18,012    11,269    12,081
  Realized gains (losses)
   on investments, net............       41,832     23,410      53,278     -    37,705     1,409       882     1,164     5,815
  Net change in unrealized
   appreciation (depreciation)
   on investments.................      (49,053)   259,686    (253,440)    -   (37,457)  (14,916)  (27,487)   44,013   (41,764)
                                     ----------  ---------   ---------   ---   -------   -------   -------   -------   -------
     Net increase (decrease) in
      net assets from operations..       60,679    342,779    (163,630)    -    18,370      (137)   (8,593)   56,446   (23,868)
                                     ----------  ---------   ---------   ---   -------   -------   -------   -------   -------
 Policy transactions (note 5):
  Purchase payments...............       64,900    116,016      11,599     -         -         -         -         -         -
  Transfers between funds.........      (32,833)   124,589     (62,456)    -  (270,886)        -         -    10,631         -
  Surrenders and terminations.....      (35,982)   (35,449)    (23,338)    -         -         -         -         -    (7,535)
  Policy loan transactions........      (40,859)   (13,309)    (18,349)    -         -         -       (64)      (64)   (1,409)
  Other transactions (note 2).....      (35,953)   (62,877)    (21,374)    -    (2,815)   (3,292)   (2,478)   (3,831)   (4,079)
                                     ----------  ---------   ---------   ---   -------   -------   -------   -------   -------
     Net increase (decrease)
      in net assets resulting
      from policy transactions.....     (80,727)   128,970    (113,918)    -  (273,701)   (3,292)   (2,542)    6,736   (13,023)
                                     ----------  ---------   ---------   ---   -------   -------   -------   -------   -------
Increase (decrease) in net assets.      (20,048)   471,749    (277,548)    -  (255,331)   (3,429)  (11,135)   63,182   (36,891)
                                     ----------  ---------   ---------   ---   -------   -------   -------   -------   -------
Net assets at beginning of period.    1,545,922  1,074,173   1,351,721     -   255,331   258,760   349,422   286,240   323,131
                                     ----------  ---------   ---------   ---   -------   -------   -------   -------   -------
Net assets at end of period.......   $1,525,874  1,545,922   1,074,173     -         -   255,331   338,287   349,422   286,240
                                     ==========  =========   =========   ===   =======   =======   =======   =======   =======
<FN>
See accompanying notes to unaudited financial statements.
</FN>
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
ALLIANZ LIFE VARIABLE ACCOUNT A
OF ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
===========================================================================================================================

Financial Statements (cont.)

Statements of Changes in Net Assets (cont.)
For the period ended June 30, 1996 (unaudited)
and the years ended December 31, 1995 and 1994

                                                                                                           Templeton Global
                                           Zero Coupon Fund - 2005        Zero Coupon Fund - 2010       Income Securities Fund
                                         ----------------------------   ---------------------------   -------------------------
                                          1996      1995       1994      1996      1995      1994      1996      1995     1994
                                         -------   -------   -------    ------    ------    -------   ------    ------    -----
<S>                                     <C>                            <C>                            <C>
Increase (decrease) in net assets:
 Operations:
  Investment income (loss), net......   $ 18,612    10,144     9,241     8,035     1,964      6,159     7,203    2,283      333
  Realized gains (losses) on
   investments, net..................      2,050     1,495    26,636     2,308       258      1,490       326      392      336
  Net change in unrealized appreciation
   (depreciation) on investments.....    (44,112)   68,320   (72,608)  (27,978)   32,162    (29,320)   (6,552)   6,634   (2,030)
                                        --------   -------   -------   -------   -------    -------   -------   ------   ------
     Net increase (decrease) in
      net assets from operations.....    (23,450)   79,959   (36,731)  (17,635)   34,384    (21,671)      977    9,309   (1,361)
                                        --------   -------   -------   -------   -------    -------   -------   ------   ------
 Policy transactions (note 5):
  Purchase payments..................          -         -         -         -         -          -    19,841   42,908    1,813
  Transfers between funds............     57,144         -   (41,224)   51,099         -    (74,884)      633   18,457   21,778
  Surrenders and terminations........     (3,894)        -   (28,826)        -         -          -    (2,101)  (6,040)       -
  Policy loan transactions...........          -      (687)      (10)     (176)     (169)      (158)      198     (638)       -
  Other transactions (note 2)........     (2,583)   (3,625)   (3,843)   (1,334)   (1,657)    (3,419)   (7,850) (17,786)  (1,388)
                                        --------   -------   -------   -------   -------    -------   -------   ------   ------
     Net increase (decrease) in
      net assets resulting from
      policy transactions............     50,667    (4,312)  (73,903)   49,589    (1,826)   (78,461)   10,721   36,901   22,203
                                        --------   -------   -------   -------   -------    -------   -------   ------   ------
Increase (decrease) in net assets....     27,217    75,647  (110,634)   31,954    32,558   (100,132)   11,698   46,210   20,842
                                        --------   -------   -------   -------   -------    -------   -------   ------   ------
Net assets at beginning of period....    337,160   261,513   372,147   115,736    83,178    183,310    89,028   42,818   21,976
                                        --------   -------   -------   -------   -------    -------   -------   ------   ------
Net assets at end of period..........   $364,377   337,160   261,513   147,690   115,736     83,178   100,726   89,028   42,818
                                        ========   =======   =======   =======   =======    =======   =======   ======   ======
<FN>
See accompanying notes to unaudited financial statements.
</FN>
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
ALLIANZ LIFE VARIABLE ACCOUNT A
OF ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
===========================================================================================================================

Financial Statements (cont.)

Statements of Changes in Net Assets (cont.)
For the period ended June 30, 1996 (unaudited)
and the years ended December 31, 1995 and 1994

                                                 Investment Grade                                           Adjustable U.S.
                                              Intermediate Bond Fund       Income Securities Fund           Government Fund
                                             -------------------------    -------------------------    ------------------------
                                              1996      1995     1994      1996     1995      1994      1996      1995    1994
                                             ------    ------    -----    ------   ------    ------    ------    ------   -----
<S>                                          <C>                         <C>                           <C>
Increase (decrease) in net assets:
 Operations:
  Investment income (loss), net...........   $ 3,450    3,288       42    30,974    16,941     1,263    17,699    1,199     150
  Realized gains (losses) on
   investments, net.......................       152    1,106       48     6,970     2,313       (62)       18       35     (81)
  Net change in unrealized appreciation
   (depreciation) on investments..........    (3,320)   2,630      150   (15,459)   47,314    (9,527)  (14,887)     240     (98)
                                             -------   ------   ------   -------   -------   -------   -------    ------  -----
     Net increase (decrease) in
      net assets from operations..........       282    7,024      240    22,485    66,568    (8,326)    2,830    1,474     (29)
                                             -------   ------   ------   -------   -------   -------   -------   ------   -----
 Policy transactions (note 5):
  Purchase payments.......................     6,957   14,163    1,391   141,743   223,737    22,483     4,453   12,633   5,636
  Transfers between funds.................       494    8,123   75,010    53,797   186,849   153,200   208,788   11,222  (2,444)
  Surrenders and terminations.............      (677) (40,771)       -   (11,477)  (14,487)        -    (1,178)       -       -
  Policy loan transactions................         -        -        -    (3,887)  (19,420)  (26,076)       45   (1,764)      -
  Other transactions (note 2).............    (3,404)  (7,440)    (908)  (48,071)  (89,585)   (7,532)   (2,301)  (6,127)   (358)
                                             -------   ------   ------   -------   -------   -------   -------   ------   -----
     Net increase (decrease) in net assets
      resulting from policy transactions..     3,370  (25,925)  75,493   132,105   287,094   142,075   209,807   15,964   2,834
                                             -------   ------   ------   -------   -------   -------   -------   ------   -----
Increase (decrease) in net assets.........     3,652  (18,901)  75,733   154,590   353,662   133,749   212,637   17,438   2,805
                                             -------   ------   ------   -------   -------   -------   -------   ------   -----
Net assets at beginning of period.........    64,990   83,891    8,158   524,066   170,404    36,655    24,865    7,427   4,622
                                             -------   ------   ------   -------   -------   -------   -------   ------   -----
Net assets at end of period...............   $68,642   64,990   83,891   678,656   524,066   170,404   237,502   24,865   7,427
                                             =======   ======   ======   =======   =======   =======   =======   ======   =====
<FN>
See accompanying notes to unaudited financial statements.
</FN>
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
ALLIANZ LIFE VARIABLE ACCOUNT A
OF ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
===========================================================================================================================

Financial Statements (cont.)

Statements of Changes in Net Assets (cont.)
For the period ended June 30, 1996 (unaudited)
and the years ended December 31, 1995 and 1994

                                                  Templeton                                                  Templeton
                                             Pacific Growth Fund          Rising Dividends Fund      International Equity Fund
                                         --------------------------    --------------------------   ---------------------------
                                          1996       1995     1994      1996      1995      1994     1996      1995       1994
                                         -------    ------   ------    ------    ------     -----   ------    -------    ------
<S>                                      <C>                           <C>                          <C>
Increase (decrease) in net assets:
 Operations:
  Investment income (loss), net.......   $ 9,056     2,646      (514)    3,277       961     317    16,185      3,566      (333)
  Realized gains (losses) on
   investments, net...................    11,460     3,117     9,213     1,656       463     (44)   26,232      8,398       112
  Net change in unrealized appreciation
   (depreciation) on investments......    15,942    13,125   (24,505)    6,234    19,701  (2,053)   29,913     19,054    (3,562)
                                        --------   -------   -------   -------   -------  ------   -------    -------   -------
     Net increase (decrease) in
      net assets from operations......    36,458    18,888   (15,806)   11,167    21,125  (1,780)   72,330     31,018    (3,783)
                                        --------   -------   -------   -------   -------  ------   -------    -------   -------
 Policy transactions (note 5):
  Purchase payments...................    99,087   141,914    13,634    31,831    52,764   4,169   194,883    297,409    32,269
  Transfers between funds.............     7,839    74,887    91,481    58,266    38,476   5,960    35,186    206,753   104,241
  Surrenders and terminations.........   (16,478)  (10,270)        -    (7,225)     (264)      -   (23,579)    (9,230)        -
  Policy loan transactions............    (2,792)  (27,456)  (58,475)        -         -       -    (5,311)    (1,799)      260
  Other transactions (note 2).........   (42,195)  (64,733)   (9,022)  (14,026)  (19,499) (1,199)  (66,563)  (110,168)   (8,625)
                                        --------   -------   -------   -------   -------  ------   -------    -------   -------
     Net increase (decrease) in
      net assets resulting from
      policy transactions.............    45,461   114,342    37,618    68,846    71,477   8,930   134,616    382,965   128,145
                                        --------   -------   -------   -------   -------  ------   -------    -------   -------
Increase (decrease) in net assets.....    81,919   133,230    21,812    80,013    92,602   7,150   206,946    413,983   124,362
                                        --------   -------   -------   -------   -------  ------   -------    -------   -------
Net assets at beginning of period.....   298,014   164,784   142,972   137,129    44,527  37,377   555,276    141,293    16,931
                                        --------   -------   -------   -------   -------  ------   -------    -------   -------
Net assets at end of period...........  $379,933   298,014   164,784   217,142   137,129  44,527   762,222    555,276   141,293
                                        ========   =======   =======   =======   =======  ======   =======    =======   =======
<FN>
See accompanying notes to unaudited financial statements.
</FN>
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
ALLIANZ LIFE VARIABLE ACCOUNT A
OF ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
===========================================================================================================================

Financial Statements (cont.)

Statements of Changes in Net Assets (cont.)
For the period ended June 30, 1996 (unaudited)
and the years ended December 31, 1995 and 1994

                                                           Templeton                    Templeton             Templeton Global
                                                Developing Markets Equity Fund     Global Growth Fund       Asset Allocation Fund
                                                  ---------------------------   -------------------------    -------------------
                                                   1996       1995      1994     1996      1995     1994      1996    1995  1994
                                                  -------    ------     -----   ------    ------    -----    ------   ----   ---
<S>                                             <C>                             <C>                         <C>
Increase (decrease) in net assets:
 Operations:
  Investment income (loss), net................   $ 1,633    (4,311)  (3,996)    6,311      (432)     (81)     (332)  (27)     -
  Realized gains (losses) on investments, net..     7,391      (453)     (67)    9,529       587      (51)      455    17      -
  Net change in unrealized appreciation
   (depreciation) on investments...............    26,899     4,422   (2,951)   26,191    23,468     (144)    6,418   (15)     -
                                                 --------   -------   ------   -------   -------   ------   -------   ---    ---
     Net increase (decrease) in net assets
      from operations..........................    35,923      (342)  (7,014)   42,031    23,623     (276)    6,541   (25)     -
                                                 --------   -------   ------   -------   -------   ------   -------   ---    ---
 Policy transactions (note 5):
  Purchase payments............................   122,186   169,165   19,997   171,392   237,156   27,117        73     -      -
  Transfers between funds......................    38,903    63,297   44,206    85,565   114,188   45,458   512,106   311      -
  Surrenders and terminations..................    (8,337)  (18,763)       -    (9,153)   (6,710)       -         -     -      -
  Policy loan transactions.....................    (1,746)        -        -    (3,001)   (3,177)       -         -     -      -
  Other transactions (note 2)..................   (39,648)  (61,489)  (1,238)  (55,159)  (83,481)  (5,539)     (186)  (66)     -
                                                 --------   -------   ------   -------   -------   ------   -------   ---    ---
     Net increase (decrease) in net assets
      resulting from policy transactions.......   111,358   152,210   62,965   189,644   257,976   67,036   511,993   245      -
                                                 --------   -------   ------   -------   -------   ------   -------   ---    ---
Increase (decrease) in net assets..............   147,281   151,868   55,951   231,675   281,599   66,760   518,534   220      -
                                                 --------   -------   ------   -------   -------   ------   -------   ---    ---
Net assets at beginning of period..............   207,819    55,951        -   348,359    66,760        -       220     -      -
                                                 --------   -------   ------   -------   -------   ------   -------   ---    ---
Net assets at end of period....................  $355,100   207,819   55,951   580,034   348,359   66,760   518,754   220      -
                                                 ========   =======   ======   =======   =======   ======   =======   ===    ===
<FN>
See accompanying notes to unaudited financial statements.
</FN>
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
ALLIANZ LIFE VARIABLE ACCOUNT A
OF ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
===========================================================================================================================

Financial Statements (cont.)

Statements of Changes in Net Assets (cont.)
For the period ended June 30, 1996 (unaudited)
and the years ended December 31, 1995 and 1994

                                                                         Small Cap Fund                Total All Funds
                                                                       -------------------    ---------------------------------
                                                                        1996    1995  1994      1996         1995        1994
                                                                       ------   ----  ----    --------     --------    --------
<S>                                                                    <C>                    <C>
Increase (decrease) in net assets:
 Operations:
  Investment income (loss), net.....................................     $ (2)    -     -      458,741     265,740     146,044
  Realized gains (losses) on investments, net.......................        -     -     -      270,578     158,860     175,720
  Net change in unrealized appreciation (depreciation)
   on investments...................................................      169     -     -     (348,116)    871,051    (677,502)
                                                                      -------    ---   ---  ----------   ---------   ---------
       Net increase (decrease) in net assets from operations........      167     -     -      381,203   1,295,651    (355,738)
                                                                      -------    ---   ---  ----------   ---------   ---------
 Policy transactions (note 5):
  Purchase payments.................................................        -     -     -    2,780,333   2,830,073   1,005,787
  Transfers between funds...........................................   16,926     -     -      (13,877)    (21,713)     (3,609)
  Surrenders and terminations.......................................        -     -     -     (191,534)   (367,067)   (232,818)
  Policy loan transactions..........................................        -     -     -      (44,883)    (68,456)   (130,967)
  Other transactions (note 2).......................................        -     -     -     (432,596)   (836,875)   (197,073)
                                                                      -------    ---   ---  ----------   ---------   ---------
     Net increase (decrease) in net assets resulting
      from policy transactions......................................   16,926     -     -    2,097,443   1,535,962     441,320
                                                                      -------    ---   ---  ----------   ---------   ---------
Increase (decrease) in net assets...................................   17,093     -     -    2,478,646   2,831,613      85,582
                                                                      -------    ---   ---  ----------   ---------   ---------
Net assets at beginning of period...................................        -     -     -    8,586,624   5,755,011   5,669,429
                                                                      -------    ---   ---  ----------   ---------   ---------
Net assets at end of period.........................................  $17,093     -     -   11,065,270   8,586,624   5,755,011
                                                                      =======    ===   ===  ==========   =========   =========
<FN>
See accompanying notes to unaudited financial statements.
</FN>
</TABLE>
<PAGE>

ALLIANZ LIFE VARIABLE ACCOUNT A
OF ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
================================================================================

Notes to Financial Statements
June 30, 1996 (unaudited)

1. Organization

Allianz Life Variable  Account A (Variable  Account) is a segregated  investment
account of  Allianz  Life  Insurance  Company of North  America  (Allianz  Life)
registered  with the  Securities  and Exchange  Commission as a unit  investment
trust  pursuant  to the  provisions  of the  Investment  Company Act of 1940 (as
amended).  The Variable  Account was  established  on May 31, 1985 and commenced
operations  September 8, 1987.  Accordingly,  it is an accounting entity wherein
all segregated account transactions are reflected.

The Variable  Account's assets are the property of Allianz Life and are held for
the benefit of the owners and other persons  entitled to payments under variable
life policies  issued through the Variable  Account and  underwritten by Allianz
Life.  The  assets of the  Variable  Account,  equal to the  reserves  and other
liabilities of the Variable  Account,  are not chargeable with  liabilities that
arise from any other business which Allianz Life may conduct.

The Variable  Account's  sub-accounts may invest, at net asset values, in one or
more of the funds of the Franklin  Valuemark  Funds  (FVF),  managed by Franklin
Advisers,  Inc., in accordance with the selection made by the policy owner.  Not
all funds are available as investment  options for the products  which  comprise
the Variable Account.

Certain  officers and trustees of the FVF are also officers and/or  directors of
Franklin Advisers, Inc. and/or Allianz Life.

2. Significant Accounting Policies

Use of Estimates

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.

Investments

Investments  of the Variable  Account are valued daily at market value using net
asset values provided by Franklin Advisers, Inc.

Realized investment gains include realized gain distributions  received from the
respective  funds and  gains on the sale of fund  shares  as  determined  by the
average cost method.

Realized gain  distributions  are reinvested in the respective  funds.  Dividend
distributions  received from the FVF are reinvested in additional  shares of the
FVF and are recorded as income to the Variable Account on the ex-dividend date.

A Fixed Account investment option is available to variable universal life policy
owners.  This account is comprised of equity and fixed income  investments which
are part of the general  assets of Allianz Life.  The  liabilities  of the Fixed
Account are part of the general obligations of Allianz Life and are not included
in the  Variable  Account.  The  guaranteed  minimum rate of return on the Fixed
Account is 3.5%.

The Templeton  Developing Markets Equity Fund,  Templeton Global Growth Fund and
Fixed Account were added as available  investment  options on July 1, 1994.  The
Templeton  Global  Asset  Allocation  Fund  and  Small  Cap Fund  were  added as
available investment options on May 1, 1995 and November 1, 1995,  respectively.
The Small Cap Fund had no  investment  activity  during 1995.  The Zero Coupon -
1995 Fund matured and was closed on December 15, 1995.

The Capital Growth Fund and Templeton  International Smaller Companies Fund were
added as  available  investment  options  on May 1,  1996.  These  funds  had no
investment activity during the period ended June 30, 1996 (unaudited).

On May 1, 1995,  the Equity  Growth  Fund name was  changed to Growth and Income
Fund.  The Global  Income  Fund name was  changed  to  Templeton  Global  Income
Securities Fund on May 1, 1996.

Expenses

Asset Based Expenses

A mortality and expense risk charge is deducted  from the Variable  Account on a
daily basis equal,  on an annual  basis,  to .60% of the daily net assets of the
Variable Account.

An administrative  charge is deducted from the Variable Account on a daily basis
equal,  on an annual  basis,  to .15% of the daily  net  assets of the  Variable
Account.

<PAGE>
ALLIANZ LIFE VARIABLE ACCOUNT A
OF ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
================================================================================

Notes to Financial Statements (cont.)
June 30, 1996 (unaudited)

2. Significant Accounting Policies (cont.)

Expenses (cont.)

Contract Based Expenses

A cost of insurance charge is deducted against each policy by liquidating units.
The amount of the charge is based  upon age,  sex,  rate class and net amount at
risk (death  benefit less total cash surrender  value).  Total cost of insurance
charges paid by the policy owners for the period ended June 30, 1996 (unaudited)
and the years ended  December  31,  1995 and 1994 were  $343,065,  $581,193  and
$123,231, respectively.

A deferred  issue  charge is deducted  annually,  at the end of the policy year,
from each single premium  variable life policy for the first ten policy years by
liquidating  units.  The  amount  of  the  charge  is 7% of the  single  premium
consisting  of 2.5% for premium  taxes,  4% for sales  charge and .5% for policy
issue charge (in the State of California,  2.35%, 4.15% and .5%,  respectively).
If  the  policy  is  surrendered  before  the  full  amount  is  collected,  the
uncollected  portion of this charge is deducted  from the account  value.  Total
deferred  issue  charges paid by the policy owners for the period ended June 30,
1996  (unaudited)  and the years ended  December 31, 1995 and 1994 were $24,480,
$28,613 and $32,516, respectively.

A policy charge is deducted on each monthly  anniversary date from each variable
universal life policy by liquidating units. The amount of the charge is equal to
2.5% of each premium  payment for premium taxes plus $20 per month for the first
policy year and $9 per month guaranteed thereafter.  Currently, Allianz Life has
agreed to  voluntarily  limit the charge to $5 per month after the first  policy
year.  Total policy  charges paid by the policy owners for the period ended June
30,  1996  (unaudited)  and the  years  ended  December  31,  1995 and 1994 were
$100,993, $292,695 and $64,030, respectively.

Twelve free transfers are permitted each contract year.  Thereafter,  the fee is
the lesser of $25 or 2% of the amount transferred. No transfer charges were paid
by the policy owners during the period ended June 30, 1996  (unaudited)  and the
years ended  December  31, 1995 and 1994,  respectively.  Transfers to the Fixed
Account  during the period ended June 30, 1996  (unaudited)  and the years ended
December 31, 1995 and 1994 were $13,877, $21,713 and $3,609, respectively.

The cost of  insurance,  deferred  issue,  policy and transfer  charges paid are
reflected in the Statements of Changes in Net Assets as other transactions.

3. Investment Transactions

The  sub-account  purchases of fund shares,  including  reinvestment of dividend
distributions,   were  as  follows   during  the  period  ended  June  30,  1996
(unaudited):
<TABLE>
<CAPTION>

<S>                                                 <C>       
Money Market Fund ................................  $1,735,798
Growth and Income Fund............................     412,588
Precious Metals Fund..............................      28,170
High Income Fund..................................     842,003
Real Estate Securities Fund.......................      32,845
U.S. Government Securities Fund...................      56,433
Utility Equity Fund...............................     129,918
Zero Coupon Fund - 2000...........................      19,311
Zero Coupon Fund - 2005...........................      76,636
Zero Coupon Fund - 2010...........................      61,467
Templeton Global Income Securities Fund...........      23,946
Investment Grade Intermediate Bond Fund...........       9,924
Income Securities Fund............................     187,629
Adjustable U.S. Government Fund...................     230,185
Templeton Pacific Growth Fund.....................     107,207
Rising Dividends Fund.............................      86,612
Templeton International Equity Fund...............     206,828
Templeton Developing Markets Equity Fund..........     139,966
Templeton Global Growth Fund......................     218,770
Templeton Global Asset Allocation Fund............     512,759
Small Cap Fund....................................      16,927
</TABLE>

4. Federal Income Taxes

Operations  of the  Variable  Account  form a  part  of,  and  are  taxed  with,
operations of Allianz Life, which is taxed as a life insurance company under the
Internal Revenue Code.

Allianz Life does not expect to incur any federal  income taxes in the operation
of the Variable  Account.  If, in the future,  Allianz Life  determines that the
Variable  Account may incur federal  income  taxes,  it may then assess a charge
against the Variable Account for such taxes.

<PAGE>
ALLIANZ LIFE VARIABLE ACCOUNT A
OF ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
================================================================================

Notes to Financial Statements (cont.)
June 30, 1996 (unaudited)

5. Policy Transactions - Unit Activity

Transactions  in  units  for each  fund  for the  period  ended  June  30,  1996
(unaudited) and the years ended December 31, 1995 and 1994, were as follows:
<TABLE>
<CAPTION>
                                                         Growth                         Real        U.S.                  Zero
                                                Money      and    Precious    High     Estate    Government    Utility   Coupon
                                               Market    Income    Metals    Income  Securities  Securities    Equity    Fund -
                                                Fund      Fund      Fund      Fund      Fund        Fund        Fund      1995
                                               -------    -----     -----     -----    ------      -------     ------    ------
<S>                                            <C>       <C>        <C>      <C>        <C>         <C>        <C>       <C>   
Units outstanding at December 31, 1993....     22,430    29,140     7,933    65,065     3,265       38,612     66,241    14,511
Policy transactions:
 Purchase payments........................     59,285       751        67       265       419           62        654         -
 Transfers between funds..................    (31,325)    4,606     6,162      (637)      861       (6,440)    (3,468)        -
 Surrenders and terminations..............     (7,250)   (2,364)     (578)     (869)        -            -     (1,253)        -
 Policy loan transactions.................        (25)   (1,687)       (1)      558        14           (1)    (1,010)        -
 Other transactions.......................     (5,734)     (651)     (142)   (1,002)     (191)        (519)    (1,195)     (186)
                                              -------    ------    ------    ------     -----       ------     ------    ------
     Net increase (decrease) in units
      resulting from policy transactions..     14,951       655     5,508    (1,685)    1,103       (6,898)    (6,272)     (186)
                                              -------    ------    ------    ------     -----       ------     ------    ------
Units outstanding at December 31, 1994....     37,381    29,795    13,441    63,380     4,368       31,714     59,969    14,325
                                              =======    ======    ======    ======     =====       ======     ======    ======
Policy transactions:
 Purchase payments........................     77,441     9,561     1,662     2,463     2,884        1,355      5,744         -
 Transfers between funds..................    (57,166)    4,664     1,698     1,925     2,056        1,281      6,185   (14,174)
 Surrenders and terminations..............     (3,275)   (2,237)   (5,150)     (772)     (427)        (965)    (1,893)        -
 Policy loan transactions.................        (17)       38        20        75        (7)        (111)      (695)        -
 Other transactions.......................     (8,596)   (3,800)     (840)   (1,738)   (1,246)        (872)    (3,112)     (151)
                                              -------    ------    ------    ------     -----       ------     ------    ------
     Net increase (decrease) in units
      resulting from policy transactions..      8,387     8,226    (2,610)    1,953     3,260          688      6,229   (14,325)
                                              -------    ------    ------    ------     -----       ------     ------    ------
Units outstanding at December 31, 1995....     45,768    38,021    10,831    65,333     7,628       32,402     66,198         -
                                              =======    ======    ======    ======     =====       ======     ======    ======
Policy transactions (unaudited):
 Purchase payments........................    108,969     6,462       506     1,425     1,206          600      2,789         -
 Transfers between funds..................   (115,307)    3,512    (1,092)   29,217       364       (1,077)    (1,376)        -
 Surrenders and terminations..............     (1,770)     (926)     (382)     (177)      (32)        (400)    (1,537)        -
 Policy loan transactions.................       (376)      442       (29)      405       (64)           7     (1,721)        -
 Other transactions.......................        537    (2,600)     (282)     (941)     (565)        (468)    (1,545)        -
                                              -------    ------    ------    ------     -----       ------     ------    ------
     Net increase (decrease) in units
      resulting from policy transactions..     (7,947)    6,890    (1,279)   29,929       909       (1,338)    (3,390)        -
                                              -------    ------    ------    ------     -----       ------     ------    ------
Units outstanding at
 June 30, 1996 (unaudited)................     37,821    44,911     9,552    95,262     8,537       31,064     62,808         -
                                              =======    ======    ======    ======     =====       ======     ======    ======
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
ALLIANZ LIFE VARIABLE ACCOUNT A
OF ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
================================================================================

Notes to Financial Statements (cont.)
June 30, 1996 (unaudited)

5. Policy Transactions - Unit Activity (cont.)

                                         Zero      Zero     Zero      Templeton   Investment              Adjustable    Templeton
                                        Coupon    Coupon   Coupon   Global Income    Grade      Income       U.S.        Pacific
                                        Fund -    Fund -   Fund -    Securities  Intermediate Securities  Government     Growth
                                         2000      2005     2010        Fund       Bond Fund     Fund        Fund         Fund
                                         -----     -----    -----     ---------    --------     -------    --------      -------
<S>                                    <C>       <C>       <C>      <C>          <C>          <C>         <C>           <C>
Units outstanding at
 December 31, 1993...................  15,249    16,042     7,408         1,537         582      2,104          403      9,924
Policy transactions:
 Purchase payments...................       -         -         -           133         100      1,334          495        998
 Transfers between funds.............       -    (1,953)   (3,442)        1,607       5,385      9,100         (213)     6,850
 Surrenders and terminations.........    (379)   (1,348)        -             -           -          -            -          -
 Policy loan transactions............     (72)        -        (7)            -           -     (1,567)           -     (4,457)
 Other transactions..................    (204)     (182)     (155)         (102)        (65)      (457)         (31)      (680)
                                       ------    ------     -----         -----       -----     -------      ------     ------
     Net increase (decrease)
      in units resulting from
      policy transactions............    (655)   (3,483)   (3,604)        1,638       5,420      8,410          251      2,711
                                       ------    ------     -----         -----       -----     -------      ------     ------
Units outstanding at
 December 31, 1994...................  14,594    12,559     3,804         3,175       6,002     10,514          654     12,635
                                       ======    ======     =====         =====       =====     =======      ======     ======
Policy transactions:
 Purchase payments...................       -         -         -         2,992         963     12,397        1,060     10,718
 Transfers between funds.............     458         -         -         1,333         562     10,593          966      5,757
 Surrenders and terminations.........       -         -         -          (416)     (2,761)      (783)           -       (779)
 Policy loan transactions............      (3)      (30)       (6)          (44)          -     (1,137)        (151)    (2,141)
 Other transactions..................    (175)     (147)      (63)       (1,239)       (507)    (4,970)        (516)    (4,868)
                                       ------    ------     -----         -----       -----     -------      ------     ------
     Net increase (decrease)
      in units resulting from
      policy transactions............     280      (177)      (69)        2,626      (1,743)    16,100        1,359      8,687
                                       ------    ------     -----         -----       -----     -------      ------     ------
Units outstanding at
 December 31, 1995...................  14,874    12,382     3,735         5,801       4,259     26,614        2,013     21,322
                                       ======    ======     =====         =====       =====     =======      ======     ======
Policy transactions (unaudited):
 Purchase payments...................       -         -         -         1,303         457      7,098          356      6,700
 Transfers between funds.............       -     2,259     1,673            42          33      2,721       16,676        396
 Surrenders and terminations.........       -      (149)        -          (138)        (44)      (574)         (94)    (1,072)
 Policy loan transactions............      (3)        -        (7)           13           -       (195)           4       (183)
 Other transactions..................    (108)     (103)      (48)         (516)       (224)    (2,412)        (185)    (2,836)
                                       ------    ------     -----         -----       -----     -------      ------     ------
     Net increase (decrease)
      in units resulting from
      policy transactions............    (111)    2,007     1,618           704         222      6,638       16,757      3,005
                                       ------    ------     -----         -----       -----     -------      ------     ------
Units outstanding at
 June 30, 1996 (unaudited)...........  14,763    14,389     5,353         6,505       4,481     33,252       18,770     24,327
                                       ======    ======     =====         =====       =====     =======      ======     ======
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
ALLIANZ LIFE VARIABLE ACCOUNT A
OF ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
================================================================================

Notes to Financial Statements (cont.)
June 30, 1996 (unaudited)

5. Policy Transactions - Unit Activity (cont.)

                                                                             Templeton              Templeton
                                                                Templeton   Developing   Templeton   Global
                                                     Rising   International   Markets     Global      Asset     Small     Total
                                                    Dividends    Equity        Equity     Growth   Allocation    Cap       All
                                                      Fund        Fund         Fund        Fund       Fund      Fund      Funds
                                                     ------     --------      -------     -------    -------    ----     ------
<S>                                                 <C>       <C>           <C>          <C>       <C>          <C>      <C>
Units outstanding at December 31, 1993...........     3,576        1,368           -           -          -        -     305,390
Policy transactions:
 Purchase payments...............................       418        2,526       2,054       2,721          -        -      72,282
 Transfers between funds.........................       601        8,168       4,590       4,585          -        -       5,037
 Surrenders and terminations.....................         -            -           -           -          -        -     (14,041)
 Policy loan transactions........................         -           20           -           -          -        -      (8,235)
 Other transactions..............................      (121)        (679)       (545)       (558)         -        -     (13,399)
                                                     ------       ------      ------      ------     ------    -----     -------
     Net increase (decrease) in units
      resulting from policy transactions.........       898       10,035       6,099       6,748          -        -      41,644
                                                     ------       ------      ------      ------     ------    -----     -------
Units outstanding at December 31, 1994...........     4,474       11,403       6,099       6,748          -        -     347,034
                                                     ======       ======      ======      ======     ======    =====     =======
Policy transactions:
 Purchase payments...............................     4,625       22,647      18,183      22,517          -        -     197,212
 Transfers between funds.........................     3,323       15,984       6,624      11,063         27        -       3,159
 Surrenders and terminations.....................       (23)        (691)     (2,067)       (627)         -        -     (22,866)
 Policy loan transactions........................         -         (130)       (211)       (307)         -        -      (4,857)
 Other transactions..............................    (1,699)      (8,383)     (6,418)     (7,923)        (6)       -     (57,269)
                                                     ------       ------      ------      ------     ------    -----     -------
     Net increase (decrease) in units
      resulting from policy transactions.........     6,226       29,427      16,111      24,723         21        -     115,379
                                                     ------       ------      ------      ------     ------    -----     -------
Units outstanding at December 31, 1995...........    10,700       40,830      22,210      31,471         21        -     462,413
                                                     ======       ======      ======      ======     ======    =====     =======
Policy transactions (unaudited):
 Purchase payments...............................     2,391       13,483      11,995      14,716          7        -     180,463
 Transfers between funds.........................     4,369        2,360       3,488       7,068     45,221    1,422       1,969
 Surrenders and terminations.....................      (548)      (1,605)       (785)       (791)         -        -     (11,024)
 Policy loan transactions........................         -         (364)       (169)       (260)         -        -      (2,500)
 Other transactions..............................    (1,055)      (4,614)     (3,881)     (4,745)       (17)       -     (26,608)
                                                     ------       ------      ------      ------     ------    -----     -------
     Net increase (decrease) in units
      resulting from policy transactions.........     5,157        9,260      10,648      15,988     45,211    1,422     142,300
                                                     ------       ------      ------      ------     ------    -----     -------
Units outstanding at June 30, 1996 (unaudited)...    15,857       50,090      32,858      47,459     45,232    1,422     604,713
                                                     ======       ======      ======      ======     ======    =====     =======
</TABLE>





                       ALLIANZ LIFE VARIABLE ACCOUNT A

                                      of

               ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA


                             Financial Statements


                              December 31, 1995

<PAGE>

ALLIANZ LIFE VARIABLE ACCOUNT A
OF ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA

INDEPENDENT AUDITORS' REPORT

The  Board of Directors of Allianz Life Insurance Company of North America and
Policyholders of Allianz Life Variable Account A:


We  have  audited the accompanying statements of assets and liabilities of the
sub-accounts  of  Allianz Life Variable Account A as of December 31, 1995, and
the related statements of operations and changes in net assets for each of the
years in the three-year period then ended.  These financial statements are the
responsibility of the Variable Account's management.  Our responsibility is to
express an opinion on these financial statements 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 are free of
material misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. 
Investment  securities held in custody for the benefit of the Variable Account
were  confirmed to us by the Franklin Valuemark Funds.  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 referred to above present fairly, in
all material respects, the assets and liabilities of the sub-accounts of
Allianz Life Variable Account A at December 31, 1995, and the results of their
operations  and  the  changes in their net assets for each of the years in the
three-year period then ended, in conformity with generally accepted accounting
principles.



                                             KPMG Peat Marwick LLP


Minneapolis, Minnesota
January 22, 1996
<PAGE>

<TABLE>

<CAPTION>
                                        ALLIANZ LIFE VARIABLE ACCOUNT A
                                                       of
                                ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA

                                      Statements of Assets and Liabilities

                                               December 31, 1995

                                                                                                         U.S.
                                               Money    Growth and  Precious    High     Real Estate  Government
                                               Market     Income     Metals    Income    Securities   Securities
                                                Fund       Fund       Fund      Fund        Fund         Fund
                                              --------  ----------  --------  ---------  -----------  ----------
<S>                                           <C>       <C>         <C>       <C>        <C>          <C>
Investments at net asset value:

 Franklin Valuemark Funds:
  Money Market Fund, 688,783
   shares, cost $688,783                      $688,783           -         -          -            -           -
  Growth and Income Fund,
   61,923 shares, cost $784,975                      -   1,061,358         -          -            -           -
  Precious Metals Fund,
   11,972 shares, cost $155,552                      -           -   168,569          -            -           -
  High Income Fund, 94,672
   shares, cost $1,083,932                           -           -         -  1,293,220            -           -
  Real Estate Securities Fund,
   9,253 shares, cost $129,563                       -           -         -          -      161,011           -
  U.S. Government Securities Fund,
   46,630 shares, cost $493,541                      -           -         -          -            -     652,815
                                              --------  ----------  --------  ---------  -----------  ----------

     Total assets                              688,783   1,061,358   168,569  1,293,220      161,011     652,815
                                              --------  ----------  --------  ---------  -----------  ----------

Liabilities:

 Accrued mortality and expense risk charges      5,545       6,553     3,028      8,702        1,189       4,693
 Accrued administrative charges                  1,386       1,639       757      2,176          297       1,173
                                              --------  ----------  --------  ---------  -----------  ----------

     Total liabilities                           6,931       8,192     3,785     10,878        1,486       5,866
                                              --------  ----------  --------  ---------  -----------  ----------

     Net assets                               $681,852   1,053,166   164,784  1,282,342      159,525     646,949
                                              ========  ==========  ========  =========  ===========  ==========

Policy owners' equity (note 5)                $681,852   1,053,166   164,784  1,282,342      159,525     646,949
                                              ========  ==========  ========  =========  ===========  ==========

</TABLE>

See accompanying notes to financial statements.
<PAGE>

<TABLE>

<CAPTION>
                              ALLIANZ LIFE VARIABLE ACCOUNT A
                                            of
                      ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA

                     Statements of Assets and Liabilities (Continued)

                                     December 31, 1995

                                                           Zero     Zero     Zero
                                               Utility    Coupon   Coupon   Coupon   Global
                                                Equity    Fund -   Fund -   Fund -   Income
                                                 Fund      2000     2005     2010     Fund
                                              ----------  -------  -------  -------  ------
<S>                                           <C>         <C>      <C>      <C>      <C>
Investments at net asset value:

 Franklin Valuemark Funds:
  Utility Equity Fund, 87,060
   shares, cost $1,090,116                    $1,558,380        -        -        -       -
  Zero Coupon Fund - 2000,
   22,437 shares, cost $242,285                        -  352,928        -        -       -
  Zero Coupon Fund - 2005,
   19,602 shares, cost $206,775                        -        -  340,680        -       -
  Zero Coupon Fund - 2010,
   6,514 shares, cost $87,335                          -        -        -  117,505       -
  Global Income Fund,
   6,678 shares, cost $83,776                          -        -        -        -  89,882
                                              ----------  -------  -------  -------  ------

     Total assets                              1,558,380  352,928  340,680  117,505  89,882
                                              ----------  -------  -------  -------  ------

Liabilities:

 Accrued mortality and expense risk charges        9,966    2,805    2,816    1,415     683
 Accrued administrative charges                    2,492      701      704      354     171
                                              ----------  -------  -------  -------  ------

     Total liabilities                            12,458    3,506    3,520    1,769     854
                                              ----------  -------  -------  -------  ------

     Net assets                               $1,545,922  349,422  337,160  115,736  89,028
                                              ==========  =======  =======  =======  ======

Policy owners' equity (note 5)                $1,545,922  349,422  337,160  115,736  89,028
                                              ==========  =======  =======  =======  ======

</TABLE>

See accompanying notes to financial statements.
<PAGE>

<TABLE>

<CAPTION>
                                            ALLIANZ LIFE VARIABLE ACCOUNT A
                                                           of
                                    ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA

                                    Statements of Assets and Liabilities (Continued)

                                                   December 31, 1995

                                               Investment                Adjustable  Templeton               Templeton
                                                  Grade        Income       U.S.      Pacific    Rising    International
                                              Intermediate   Securities  Government   Growth    Dividends     Equity
                                                Bond Fund       Fund        Fund       Fund       Fund         Fund
                                              -------------  ----------  ----------  ---------  ---------  -------------
<S>                                           <C>            <C>         <C>         <C>        <C>        <C>
Investments at net asset value:

 Franklin Valuemark Funds:
  Investment Grade Intermediate Bond
   Fund, 4,694 shares, cost $62,378           $      65,953           -           -          -          -              -
  Income Securities Fund,
   32,025 shares, cost $485,185                           -     527,453           -          -          -              -
  Adjustable U.S. Government Fund,
   2,355 shares, cost $25,140                             -           -      25,340          -          -              -
  Templeton Pacific Growth Fund,
   21,600 shares, cost $283,997                           -           -           -    300,461          -              -
  Rising Dividends Fund,
   10,919 shares, cost $121,353                           -           -           -          -    138,230              -
  Templeton International Equity Fund,
   41,923 shares, cost $541,531                           -           -           -          -          -        558,415
                                              -------------  ----------  ----------  ---------  ---------  -------------

     Total assets                                    65,953     527,453      25,340    300,461    138,230        558,415
                                              -------------  ----------  ----------  ---------  ---------  -------------

Liabilities:

 Accrued mortality and expense risk charges             771       2,710         380      1,958        881          2,511
 Accrued administrative charges                         192         677          95        489        220            628
                                              -------------  ----------  ----------  ---------  ---------  -------------

     Total liabilities                                  963       3,387         475      2,447      1,101          3,139
                                              -------------  ----------  ----------  ---------  ---------  -------------

     Net assets                               $      64,990     524,066      24,865    298,014    137,129        555,276
                                              =============  ==========  ==========  =========  =========  =============

Policy owners' equity (note 5)                $      64,990     524,066      24,865    298,014    137,129        555,276
                                              =============  ==========  ==========  =========  =========  =============

</TABLE>

See accompanying notes to financial statements.
<PAGE>

<TABLE>

<CAPTION>
                              ALLIANZ LIFE VARIABLE ACCOUNT A
                                            of
                      ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA

                     Statements of Assets and Liabilities (Continued)

                                     December 31, 1995

                                               Templeton              Templeton
                                              Developing   Templeton    Global
                                                Markets     Global      Asset       Total
                                                Equity      Growth    Allocation     All
                                                 Fund        Fund        Fund       Funds
                                              -----------  ---------  ----------  ---------
<S>                                           <C>          <C>        <C>         <C>
Investments at net asset value:

 Franklin Valuemark Funds:
  Templeton Developing Markets Equity
   Fund, 21,362 shares, cost $207,452         $   208,923          -           -
  Templeton Global Growth Fund,
   29,782 shares, cost $326,613                         -    349,937           -
  Templeton Global Asset Allocation
   Fund, 21 shares, cost $236                           -          -         221
                                              -----------  ---------  ----------           

     Total assets                                 208,923    349,937         221  8,660,064
                                              -----------  ---------  ----------  ---------

Liabilities:

 Accrued mortality and expense risk charges           883      1,262           1     58,752
 Accrued administrative charges                       221        316           -     14,688
                                              -----------  ---------  ----------  ---------

     Total liabilities                              1,104      1,578           1     73,440
                                              -----------  ---------  ----------  ---------

     Net assets                               $   207,819    348,359         220  8,586,624
                                              ===========  =========  ==========  =========

Policy owners' equity (note 5)                $   207,819    348,359         220  8,586,624
                                              ===========  =========  ==========  =========

</TABLE>

See accompanying notes to financial statements.
<PAGE>

<TABLE>

<CAPTION>
                                           ALLIANZ LIFE VARIABLE ACCOUNT A
                                                          of
                                   ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA

                                               Statements of Operations

                                 For the years ended December 31, 1995, 1994 and 1993

                                                                                          Growth    Growth    Growth
                                                         Money       Money      Money      and       and        and
                                                         Market     Market     Market     Income    Income    Income
                                                          Fund       Fund       Fund       Fund      Fund      Fund
                                                       ----------  ---------  ---------  --------  --------  ---------
                                                          1995       1994       1993       1995      1994      1993
                                                       ----------  ---------  ---------  --------  --------  ---------
<S>                                                    <C>         <C>        <C>        <C>       <C>       <C>
Investment income:
  Dividends reinvested in fund shares                  $  33,164     14,466      9,437    10,179     4,301      5,989 
                                                       ----------  ---------  ---------  --------  --------  ---------

Expenses:
  Mortality and expense risk charges                       4,898      2,689      2,266     5,842     3,726      4,110 
  Administrative charges                                   1,225        672        567     1,460       932      1,028 
                                                       ----------  ---------  ---------  --------  --------  ---------

     Total expenses                                        6,123      3,361      2,833     7,302     4,658      5,138 
                                                       ----------  ---------  ---------  --------  --------  ---------

     Investment income (loss), net                        27,041     11,105      6,604     2,877      (357)       851 

Realized gains (losses) and unrealized
 appreciation (depreciation) on investments:
  Realized capital gain distributions on mutual funds          -          -          -    22,157     8,957          - 
                                                       ----------  ---------  ---------  --------  --------  ---------

  Realized gains (losses) on sales of investments:
   Proceeds from sales                                   965,636    513,009    202,473    97,576   114,661    228,561 
   Cost of investments sold                             (965,636)  (513,009)  (202,473)  (77,218)  (94,631)  (188,907)
                                                       ----------  ---------  ---------  --------  --------  ---------

     Total realized gains (losses) on
      sales of investments, net                                -          -          -    20,358    20,030     39,654 
                                                       ----------  ---------  ---------  --------  --------  ---------

     Realized gains (losses) on investments, net               -          -          -    42,515    28,987     39,654 

  Net change in unrealized appreciation
   (depreciation) on investments                               -          -          -   184,273   (45,642)    19,332 
                                                       ----------  ---------  ---------  --------  --------  ---------

     Total realized gains (losses) and unrealized
      appreciation (depreciation) on investments, net          -          -          -   226,788   (16,655)    58,986 
                                                       ----------  ---------  ---------  --------  --------  ---------

Net increase (decrease) in net assets from operations  $  27,041     11,105      6,604   229,665   (17,012)    59,837 
                                                       ==========  =========  =========  ========  ========  =========

</TABLE>

See accompanying notes to financial statements.
<PAGE>

<TABLE>

<CAPTION>
                                           ALLIANZ LIFE VARIABLE ACCOUNT A
                                                         of
                                   ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA

                                        Statements of Operations (Continued)

                                For the years ended December 31, 1995, 1994 and 1993

                                                        Precious   Precious   Precious     High      High      High
                                                         Metals     Metals     Metals     Income    Income    Income
                                                          Fund       Fund       Fund       Fund      Fund      Fund
                                                       ----------  ---------  ---------  --------  --------  --------
                                                          1995       1994       1993       1995      1994      1993
                                                       ----------  ---------  ---------  --------  --------  --------
<S>                                                    <C>         <C>        <C>        <C>       <C>       <C>
Investment income:
  Dividends reinvested in fund shares                  $   3,600        626      1,029    78,044    44,601    37,831 
                                                       ----------  ---------  ---------  --------  --------  --------

Expenses:
  Mortality and expense risk charges                       2,489        700        999     7,709     6,671     6,406 
  Administrative charges                                     622        175        250     1,927     1,668     1,602 
                                                       ----------  ---------  ---------  --------  --------  --------

     Total expenses                                        3,111        875      1,249     9,636     8,339     8,008 
                                                       ----------  ---------  ---------  --------  --------  --------

     Investment income (loss), net                           489       (249)      (220)   68,408    36,262    29,823 

Realized gains (losses) and unrealized
 appreciation (depreciation) on investments:
  Realized capital gain distributions on mutual funds      2,665          -          -         -     6,061         - 
                                                       ----------  ---------  ---------  --------  --------  --------

  Realized gains (losses) on sales of investments:
   Proceeds from sales                                   161,878     11,123    220,760    47,176    51,287    40,079 
   Cost of investments sold                             (146,847)    (9,528)  (208,874)  (39,566)  (45,931)  (35,650)
                                                       ----------  ---------  ---------  --------  --------  --------

     Total realized gains (losses) on
      sales of investments, net                           15,031      1,595     11,886     7,610     5,356     4,429 
                                                       ----------  ---------  ---------  --------  --------  --------

     Realized gains (losses) on investments, net          17,696      1,595     11,886     7,610    11,417     4,429 

  Net change in unrealized appreciation
   (depreciation) on investments                         (10,144)    (2,094)    49,249   122,964   (81,774)  110,533 
                                                       ----------  ---------  ---------  --------  --------  --------

     Total realized gains (losses) and unrealized
      appreciation (depreciation) on investments, net      7,552       (499)    61,135   130,574   (70,357)  114,962 
                                                       ----------  ---------  ---------  --------  --------  --------

Net increase (decrease) in net assets from operations  $   8,041       (748)    60,915   198,982   (34,095)  144,785 
                                                       ==========  =========  =========  ========  ========  ========

</TABLE>

See accompanying notes to financial statements.
<PAGE>

<TABLE>

<CAPTION>
                                                ALLIANZ LIFE VARIABLE ACCOUNT A
                                                               of
                                        ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA

                                              Statements of Operations (Continued)

                                      For the years ended December 31, 1995, 1994 and 1993

                                                       Real         Real         Real         U.S.         U.S.         U.S.
                                                      Estate       Estate       Estate     Government   Government   Government
                                                    Securities   Securities   Securities   Securities   Securities   Securities
                                                       Fund         Fund         Fund         Fund         Fund         Fund
                                                   ------------  -----------  -----------  -----------  -----------  -----------
                                                       1995         1994         1993         1995         1994         1993
                                                   ------------  -----------  -----------  -----------  -----------  -----------
<S>                                                <C>           <C>          <C>          <C>          <C>          <C>
Investment income:
  Dividends reinvested in fund shares              $     3,875          613          603       41,763       29,171       24,746 
                                                   ------------  -----------  -----------  -----------  -----------  -----------

Expenses:
  Mortality and expense risk charges                       833          672          385        3,974        3,380        4,158 
  Administrative charges                                   208          168           96          994          845        1,039 
                                                   ------------  -----------  -----------  -----------  -----------  -----------

     Total expenses                                      1,041          840          481        4,968        4,225        5,197 
                                                   ------------  -----------  -----------  -----------  -----------  -----------

     Investment income (loss), net                       2,834         (227)         122       36,795       24,946       19,549 

Realized gains (losses) and unrealized
 appreciation (depreciation) on investments:
  Realized capital gain
   distributions on mutual funds                             -            -            -            -        2,285        3,795 
                                                   ------------  -----------  -----------  -----------  -----------  -----------

  Realized gains (losses) on
   sales of investments:
   Proceeds from sales                                  22,803        5,838       10,124       33,799      131,317       22,770 
   Cost of investments sold                            (19,244)      (4,033)      (7,269)     (26,326)     (99,718)     (16,285)
                                                   ------------  -----------  -----------  -----------  -----------  -----------

     Total realized gains (losses) on
      sales of investments, net                          3,559        1,805        2,855        7,473       31,599        6,485 
                                                   ------------  -----------  -----------  -----------  -----------  -----------

     Realized gains (losses) on investments, net         3,559        1,805        2,855        7,473       33,884       10,280 

  Net change in unrealized appreciation
   (depreciation) on investments                        14,488          759        5,891       56,173      (91,983)      27,413 
                                                   ------------  -----------  -----------  -----------  -----------  -----------

     Total realized gains (losses) and
      unrealized appreciation (depreciation)
      on investments, net                               18,047        2,564        8,746       63,646      (58,099)      37,693 
                                                   ------------  -----------  -----------  -----------  -----------  -----------

Net increase (decrease) in
 net assets from operations                        $    20,881        2,337        8,868      100,441      (33,153)      57,242 
                                                   ============  ===========  ===========  ===========  ===========  ===========

</TABLE>

See accompanying notes to financial statements.
<PAGE>

<TABLE>

<CAPTION>
                                           ALLIANZ LIFE VARIABLE ACCOUNT A
                                                         of
                                   ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA

                                        Statements of Operations (Continued)

                                For the years ended December 31, 1995, 1994 and 1993

                                                                                           Zero       Zero     Zero
                                                         Utility    Utility    Utility    Coupon     Coupon   Coupon
                                                         Equity     Equity     Equity     Fund -     Fund -   Fund -
                                                          Fund       Fund       Fund       1995       1995     1995
                                                        ---------  ---------  ---------  ---------  --------  -------
                                                          1995       1994       1993       1995       1994     1993
                                                        ---------  ---------  ---------  ---------  --------  -------
<S>                                                     <C>        <C>        <C>        <C>        <C>       <C>
Investment income:
  Dividends reinvested in fund shares                   $ 70,912     44,904     25,962     17,379    15,282   15,253 
                                                        ---------  ---------  ---------  ---------  --------  -------

Expenses:
  Mortality and expense risk charges                       8,983      6,698      8,255       (594)    1,529    1,574 
  Administrative charges                                   2,246      1,674      2,064       (149)      383      394 
                                                        ---------  ---------  ---------  ---------  --------  -------

     Total expenses                                       11,229      8,372     10,319       (743)    1,912    1,968 
                                                        ---------  ---------  ---------  ---------  --------  -------

     Investment income (loss), net                        59,683     36,532     15,643     18,122    13,370   13,285 

Realized gains (losses) and unrealized
 appreciation (depreciation) on investments:
  Realized capital gain distributions on mutual funds          -      7,958        138         86       625    3,220 
                                                        ---------  ---------  ---------  ---------  --------  -------

  Realized gains (losses) on sales of investments:
   Proceeds from sales                                   112,297    183,473    185,645    273,701     4,692    5,351 
   Cost of investments sold                              (88,887)  (138,153)  (121,008)  (236,082)   (3,908)  (4,170)
                                                        ---------  ---------  ---------  ---------  --------  -------

     Total realized gains (losses) on
      sales of investments, net                           23,410     45,320     64,637     37,619       784    1,181 
                                                        ---------  ---------  ---------  ---------  --------  -------

     Realized gains (losses) on investments, net          23,410     53,278     64,775     37,705     1,409    4,401 

  Net change in unrealized appreciation
   (depreciation) on investments                         259,686   (253,440)    47,455    (37,457)  (14,916)  (1,412)
                                                        ---------  ---------  ---------  ---------  --------  -------

     Total realized gains (losses) and unrealized
      appreciation (depreciation) on investments, net    283,096   (200,162)   112,230        248   (13,507)   2,989 
                                                        ---------  ---------  ---------  ---------  --------  -------

 Net increase (decrease) in net assets from operations  $342,779   (163,630)   127,873     18,370      (137)  16,274 
                                                        =========  =========  =========  =========  ========  =======

</TABLE>

See accompanying notes to financial statements.
<PAGE>

<TABLE>

<CAPTION>
                                        ALLIANZ LIFE VARIABLE ACCOUNT A
                                                      of
                                ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA

                                     Statements of Operations (Continued)

                             For the years ended December 31, 1995, 1994 and 1993

                                                         Zero      Zero     Zero     Zero      Zero      Zero
                                                        Coupon    Coupon   Coupon   Coupon    Coupon    Coupon
                                                        Fund -    Fund -   Fund -   Fund -    Fund -    Fund -
                                                         2000      2000     2000     2005      2005      2005
                                                       --------  --------  -------  -------  --------  --------
                                                         1995      1994     1993     1995      1994      1993
                                                       --------  --------  -------  -------  --------  --------
<S>                                                    <C>       <C>       <C>      <C>      <C>       <C>
Investment income:
  Dividends reinvested in fund shares                  $13,993    14,292   12,537   12,928    11,417    12,406 
                                                       --------  --------  -------  -------  --------  --------

Expenses:
  Mortality and expense risk charges                     2,179     1,769    1,943    2,227     1,741     2,279 
  Administrative charges                                   545       442      486      557       435       570 
                                                       --------  --------  -------  -------  --------  --------

     Total expenses                                      2,724     2,211    2,429    2,784     2,176     2,849 
                                                       --------  --------  -------  -------  --------  --------

     Investment income (loss), net                      11,269    12,081   10,108   10,144     9,241     9,557 

Realized gains (losses) and unrealized
 appreciation (depreciation) on investments:
  Realized capital gain distributions on mutual funds        -     2,038      637        -     3,569       138 
                                                       --------  --------  -------  -------  --------  --------

  Realized gains (losses) on sales of investments:
   Proceeds from sales                                   3,895    14,723    6,582    4,311    75,603    47,063 
   Cost of investments sold                             (2,731)  (10,946)  (4,419)  (2,816)  (52,536)  (30,041)
                                                       --------  --------  -------  -------  --------  --------

     Total realized gains (losses) on
      sales of investments, net                          1,164     3,777    2,163    1,495    23,067    17,022 
                                                       --------  --------  -------  -------  --------  --------

     Realized gains (losses) on investments, net         1,164     5,815    2,800    1,495    26,636    17,160 

  Net change in unrealized appreciation
   (depreciation) on investments                        44,013   (41,764)  30,329   68,320   (72,608)   44,629 
                                                       --------  --------  -------  -------  --------  --------

     Total realized gains (losses) and unrealized
      appreciation (depreciation) on investments, net   45,177   (35,949)  33,129   69,815   (45,972)   61,789 
                                                       --------  --------  -------  -------  --------  --------

Net increase (decrease) in net assets from operations  $56,446   (23,868)  43,237   79,959   (36,731)   71,346 
                                                       ========  ========  =======  =======  ========  ========

</TABLE>

See accompanying notes to financial statements.
<PAGE>

<TABLE>

<CAPTION>
                                       ALLIANZ LIFE VARIABLE ACCOUNT A
                                                      of
                               ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA

                                     Statements of Operations (Continued)

                             For the years ended December 31, 1995, 1994 and 1993

                                                         Zero      Zero     Zero
                                                        Coupon    Coupon   Coupon    Global   Global   Global
                                                        Fund -    Fund -   Fund -    Income   Income   Income
                                                         2010      2010     2010      Fund     Fund     Fund
                                                       --------  --------  -------  --------  -------  -------
                                                         1995      1994     1993      1995     1994     1993
                                                       --------  --------  -------  --------  -------  -------
<S>                                                    <C>       <C>       <C>      <C>       <C>      <C>
Investment income:
  Dividends reinvested in fund shares                  $ 3,109     7,316    5,501     2,871      494      798 
                                                       --------  --------  -------  --------  -------  -------

Expenses:
  Mortality and expense risk charges                       916       926      827       470      129      151 
  Administrative charges                                   229       231      207       118       32       38 
                                                       --------  --------  -------  --------  -------  -------

     Total expenses                                      1,145     1,157    1,034       588      161      189 
                                                       --------  --------  -------  --------  -------  -------

     Investment income (loss), net                       1,964     6,159    4,467     2,283      333      609 

Realized gains (losses) and unrealized
 appreciation (depreciation) on investments:
  Realized capital gain distributions on mutual funds        -     3,560      224         -      204      259 
                                                       --------  --------  -------  --------  -------  -------

  Realized gains (losses) on sales of investments:
   Proceeds from sales                                   1,827    79,261    3,258    15,642    2,577      449 
   Cost of investments sold                             (1,569)  (81,331)  (2,479)  (15,250)  (2,445)    (429)
                                                       --------  --------  -------  --------  -------  -------

     Total realized gains (losses) on
      sales of investments, net                            258    (2,070)     779       392      132       20 
                                                       --------  --------  -------  --------  -------  -------

     Realized gains (losses) on investments, net           258     1,490    1,003       392      336      279 

  Net change in unrealized appreciation
   (depreciation) on investments                        32,162   (29,320)  10,850     6,634   (2,030)   2,156 
                                                       --------  --------  -------  --------  -------  -------

     Total realized gains (losses) and unrealized
      appreciation (depreciation) on investments, net   32,420   (27,830)  11,853     7,026   (1,694)   2,435 
                                                       --------  --------  -------  --------  -------  -------

Net increase (decrease) in net assets from operations  $34,384   (21,671)  16,320     9,309   (1,361)   3,044 
                                                       ========  ========  =======  ========  =======  =======

</TABLE>

See accompanying notes to financial statements.
<PAGE>

<TABLE>

<CAPTION>
                                                 ALLIANZ LIFE VARIABLE ACCOUNT A
                                                               of
                                         ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA

                                              Statements of Operations (Continued)

                                      For the years ended December 31, 1995, 1994 and 1993

                                                Investment     Investment     Investment
                                                  Grade           Grade          Grade        Income       Income       Income
                                               Intermediate   Intermediate   Intermediate   Securities   Securities   Securities
                                                Bond Fund       Bond Fund      Bond Fund       Fund         Fund         Fund
                                              --------------  -------------  -------------  -----------  -----------  -----------
                                                   1995           1994           1993          1995         1994         1993
                                              --------------  -------------  -------------  -----------  -----------  -----------
<S>                                           <C>             <C>            <C>            <C>          <C>          <C>
Investment income:
  Dividends reinvested in fund shares         $       3,949            253            195       19,772        2,467          813 
                                              --------------  -------------  -------------  -----------  -----------  -----------

Expenses:
  Mortality and expense risk charges                    529            169             51        2,265          963          221 
  Administrative charges                                132             42             13          566          241           55 
                                              --------------  -------------  -------------  -----------  -----------  -----------

     Total expenses                                     661            211             64        2,831        1,204          276 
                                              --------------  -------------  -------------  -----------  -----------  -----------

     Investment income (loss), net                    3,288             42            131       16,941        1,263          537 

Realized gains (losses) and unrealized
 appreciation (depreciation) on investments
  Realized capital gain
   distributions on mutual funds                          -             36             32        1,592          367          118 
                                              --------------  -------------  -------------  -----------  -----------  -----------

  Realized gains (losses)
   on sales of investments:
   Proceeds from sales                               44,251            577             85       55,949       29,910        5,434 
   Cost of investments sold                         (43,145)          (565)           (77)     (55,228)     (30,339)      (4,871)
                                              --------------  -------------  -------------  -----------  -----------  -----------

     Total realized gains (losses) on
      sales of investments, net                       1,106             12              8          721         (429)         563 
                                              --------------  -------------  -------------  -----------  -----------  -----------

     Realized gains (losses)
      on investments, net                             1,106             48             40        2,313          (62)         681 

  Net change in unrealized appreciation
   (depreciation) on investments                      2,630            150            419       47,314       (9,527)       4,145 
                                              --------------  -------------  -------------  -----------  -----------  -----------

     Total realized gains (losses)
      and unrealized appreciation
      (depreciation) on investments, net              3,736            198            459       49,627       (9,589)       4,826 
                                              --------------  -------------  -------------  -----------  -----------  -----------

Net increase (decrease) in
 net assets from operations                   $       7,024            240            590       66,568       (8,326)       5,363 
                                              ==============  =============  =============  ===========  ===========  ===========
</TABLE>

See accompanying notes to financial statements.
<PAGE>

<TABLE>

<CAPTION>
                                               ALLIANZ LIFE VARIABLE ACCOUNT A
                                                             of
                                       ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA

                                            Statements of Operations (Continued)

                                    For the years ended December 31, 1995, 1994 and 1993

                                                    Adjustable   Adjustable   Adjustable   Templeton   Templeton   Templeton
                                                       U.S.         U.S.         U.S.       Pacific     Pacific     Pacific
                                                    Government   Government   Government     Growth      Growth      Growth
                                                       Fund         Fund         Fund         Fund        Fund        Fund
                                                   ------------  -----------  -----------  ----------  ----------  ----------
                                                       1995         1994         1993         1995        1994        1993
                                                   ------------  -----------  -----------  ----------  ----------  ----------
<S>                                                <C>           <C>          <C>          <C>         <C>         <C>
Investment income:
  Dividends reinvested in fund shares              $     1,373          184          192       4,502         347           - 
                                                   ------------  -----------  -----------  ----------  ----------  ----------

Expenses:
  Mortality and expense risk charges                       139           27           34       1,485         689         315 
  Administrative charges                                    35            7            9         371         172          79 
                                                   ------------  -----------  -----------  ----------  ----------  ----------

     Total expenses                                        174           34           43       1,856         861         394 
                                                   ------------  -----------  -----------  ----------  ----------  ----------

     Investment income (loss), net                       1,199          150          149       2,646        (514)       (394)

Realized gains (losses) and unrealized
 appreciation (depreciation) on investments
  Realized capital gain
   distributions on mutual funds                             -            -            -       1,872         672           - 
                                                   ------------  -----------  -----------  ----------  ----------  ----------

  Realized gains (losses)
   on sales of investments:
   Proceeds from sales                                  11,606        8,733           82      60,917     116,746         743 
   Cost of investments sold                            (11,571)      (8,814)         (80)    (59,672)   (108,205)       (666)
                                                   ------------  -----------  -----------  ----------  ----------  ----------

     Total realized gains (losses) on
      sales of investments, net                             35          (81)           2       1,245       8,541          77 
                                                   ------------  -----------  -----------  ----------  ----------  ----------

     Realized gains (losses) on investments, net            35          (81)           2       3,117       9,213          77 

  Net change in unrealized appreciation
   (depreciation) on investments                           240          (98)         (25)     13,125     (24,505)     28,189 
                                                   ------------  -----------  -----------  ----------  ----------  ----------

     Total realized gains (losses)
      and unrealized appreciation
      (depreciation) on investments, net                   275         (179)         (23)     16,242     (15,292)     28,266 
                                                   ------------  -----------  -----------  ----------  ----------  ----------

Net increase (decrease) in
 net assets from operations                        $     1,474          (29)         126      18,888     (15,806)     27,872 
                                                   ============  ===========  ===========  ==========  ==========  ==========

</TABLE>

See accompanying notes to financial statements.
<PAGE>

<TABLE>

<CAPTION>
                                               ALLIANZ LIFE VARIABLE ACCOUNT A
                                                              of
                                       ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA

                                             Statements of Operations (Continued)

                                     For the years ended December 31, 1995, 1994 and 1993

                                             Rising       Rising      Rising      Templeton       Templeton       Templeton
                                            Dividends   Dividends   Dividends   International   International   International
                                              Fund         Fund        Fund      Equity Fund     Equity Fund     Equity Fund
                                           -----------  ----------  ----------  --------------  --------------  --------------
                                              1995         1994        1993          1995            1994            1993
                                           -----------  ----------  ----------  --------------  --------------  --------------
<S>                                        <C>          <C>         <C>         <C>             <C>             <C>
Investment income:
  Dividends reinvested in fund shares      $    1,695         601          99           6,289              71               - 
                                           -----------  ----------  ----------  --------------  --------------  --------------

Expenses:
  Mortality and expense risk charges              587         227         208           2,178             323              93 
  Administrative charges                          147          57          52             545              81              23 
                                           -----------  ----------  ----------  --------------  --------------  --------------

     Total expenses                               734         284         260           2,723             404             116 
                                           -----------  ----------  ----------  --------------  --------------  --------------

     Investment income (loss), net                961         317        (161)          3,566            (333)           (116)

Realized gains (losses) and
 unrealized appreciation
 (depreciation) on investments:
  Realized capital gain
   distributions on mutual funds                    -           -           -           7,792              95               - 
                                           -----------  ----------  ----------  --------------  --------------  --------------

  Realized gains (losses)
   on sales of investments:
   Proceeds from sales                          6,910         752         394          37,517             895          88,730 
   Cost of investments sold                    (6,447)       (796)       (402)        (36,911)           (878)        (84,735)
                                           -----------  ----------  ----------  --------------  --------------  --------------

     Total realized gains (losses) on
      sales of investments, net                   463         (44)         (8)            606              17           3,995 
                                           -----------  ----------  ----------  --------------  --------------  --------------

     Realized gains (losses)
      on investments, net                         463         (44)         (8)          8,398             112           3,995 

  Net change in unrealized appreciation
   (depreciation) on investments               19,701      (2,053)     (1,565)         19,054          (3,562)          1,391 
                                           -----------  ----------  ----------  --------------  --------------  --------------

     Total realized gains (losses)
      and unrealized appreciation
      (depreciation) on investments, net       20,164      (2,097)     (1,573)         27,452          (3,450)          5,386 
                                           -----------  ----------  ----------  --------------  --------------  --------------

Net increase (decrease) in
 net assets from operations                $   21,125      (1,780)     (1,734)         31,018          (3,783)          5,270 
                                           ===========  ==========  ==========  ==============  ==============  ==============
</TABLE>

See accompanying notes to financial statements.
<PAGE>

<TABLE>

<CAPTION>
                                              ALLIANZ LIFE VARIABLE ACCOUNT A
                                                            of
                                      ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA

                                           Statements of Operations (Continued)

                                   For the years ended December 31, 1995, 1994 and 1993

                                                    Templeton     Templeton   Templeton
                                                    Developing   Developing   Developing  Templeton   Templeton   Templeton
                                                     Markets       Markets     Markets      Global      Global     Global
                                                      Equity       Equity       Equity      Growth      Growth     Growth
                                                       Fund         Fund         Fund        Fund        Fund       Fund
                                                   ------------  -----------  ----------  ----------  ----------  ---------
                                                       1995         1994         1993        1995        1994       1993
                                                   ------------  -----------  ----------  ----------  ----------  ---------
<S>                                                <C>           <C>          <C>         <C>         <C>         <C>
Investment income:
  Dividends reinvested in fund shares              $       562            -            -      1,137           -           -
                                                   ------------  -----------  ----------  ----------  ----------  ---------

Expenses:
  Mortality and expense risk charges                     3,898        3,197            -      1,255          65           -
  Administrative charges                                   975          799            -        314          16           -
                                                   ------------  -----------  ----------  ----------  ----------  ---------

     Total expenses                                      4,873        3,996            -      1,569          81           -
                                                   ------------  -----------  ----------  ----------  ----------  ---------

     Investment income (loss), net                      (4,311)      (3,996)           -       (432)        (81)          -

Realized gains (losses) and unrealized
 appreciation (depreciation) on investments:
  Realized capital gain
   distributions on mutual funds                           132            -            -          -           -           -
                                                   ------------  -----------  ----------  ----------  ----------  ---------

  Realized gains (losses)
   on sales of investments:
   Proceeds from sales                                  37,410        2,518            -     28,814       3,901           -
   Cost of investments sold                            (37,995)      (2,585)           -    (28,227)     (3,952)          -
                                                   ------------  -----------  ----------  ----------  ----------  ---------

     Total realized gains (losses) on
      sales of investments, net                           (585)         (67)           -        587         (51)          -
                                                   ------------  -----------  ----------  ----------  ----------  ---------

     Realized gains (losses) on investments, net          (453)         (67)           -        587         (51)          -

  Net change in unrealized appreciation
   (depreciation) on investments                         4,422       (2,951)           -     23,468        (144)          -
                                                   ------------  -----------  ----------  ----------  ----------  ---------

     Total realized gains (losses)
      and unrealized appreciation
      (depreciation) on investments, net                 3,969       (3,018)           -     24,055        (195)          -
                                                   ------------  -----------  ----------  ----------  ----------  ---------

Net increase (decrease) in
 net assets from operations                        $      (342)      (7,014)           -     23,623        (276)          -
                                                   ============  ===========  ==========  ==========  ==========  =========
</TABLE>

See accompanying notes to financial statements.
<PAGE>

<TABLE>

<CAPTION>
                                             ALLIANZ LIFE VARIABLE ACCOUNT A
                                                           of
                                     ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA

                                          Statements of Operations (Continued)

                                  For the years ended December 31, 1995, 1994 and 1993

                                                Templeton    Templeton   Templeton
                                                  Global       Global      Global
                                                  Asset        Asset       Asset        Total        Total       Total
                                                Allocation   Allocation  Allocation      All          All         All
                                                   Fund         Fund        Fund        Funds        Funds       Funds
                                               ------------  ----------  ----------  -----------  -----------  ----------
                                                   1995         1994        1993        1995         1994         1993
                                               ------------  ----------  ----------  -----------  -----------  ----------
<S>                                            <C>           <C>         <C>         <C>          <C>          <C>
Investment income:
  Dividends reinvested in fund shares          $         4            -           -     331,100      191,406     153,391 
                                               ------------  ----------  ----------  -----------  -----------  ----------

Expenses:
  Mortality and expense risk charges                    25            -           -      52,287       36,290      34,275 
  Administrative charges                                 6            -           -      13,073        9,072       8,572 
                                               ------------  ----------  ----------  -----------  -----------  ----------

     Total expenses                                     31            -           -      65,360       45,362      42,847 
                                               ------------  ----------  ----------  -----------  -----------  ----------

     Investment income (loss), net                     (27)           -           -     265,740      146,044     110,544 

Realized gains (losses) and unrealized
 appreciation (depreciation) on investments:
  Realized capital gain
   distributions on mutual funds                         -            -           -      36,296       36,427       8,561 
                                               ------------  ----------  ----------  -----------  -----------  ----------
  Realized gains (losses)
   on sales of investments:
   Proceeds from sales                                 168            -           -   2,024,083    1,351,596   1,068,583 
   Cost of investments sold                           (151)           -           -  (1,901,519)  (1,212,303)   (912,835)
                                               ------------  ----------  ----------  -----------  -----------  ----------

     Total realized gains (losses) on
      sales of investments, net                         17            -           -     122,564      139,293     155,748 
                                               ------------  ----------  ----------  -----------  -----------  ----------

     Realized gains (losses)
      on investments, net                               17            -           -     158,860      175,720     164,309 

  Net change in unrealized appreciation
   (depreciation) on investments                       (15)           -           -     871,051     (677,502)    378,979 
                                               ------------  ----------  ----------  -----------  -----------  ----------

     Total realized gains (losses)
      and unrealized appreciation
      (depreciation) on investments, net                 2            -           -   1,029,911     (501,782)    543,288 
                                               ------------  ----------  ----------  -----------  -----------  ----------

Net increase (decrease) in
 net assets from operations                    $       (25)           -           -   1,295,651     (355,738)    653,832 
                                               ============  ==========  ==========  ===========  ===========  ==========
</TABLE>

See accompanying notes to financial statements.
<PAGE>

<TABLE>

<CAPTION>
                                         ALLIANZ LIFE VARIABLE ACCOUNT A
                                                       of
                                 ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA

                                       Statements of Changes in Net Assets

                              For the years ended December 31, 1995, 1994 and 1993

                                                                                    Growth     Growth    Growth
                                                   Money       Money     Money       and        and        and
                                                  Market      Market     Market     Income     Income    Income
                                                   Fund        Fund       Fund       Fund       Fund      Fund
                                                -----------  ---------  --------  ----------  --------  ---------
                                                   1995        1994       1993       1995       1994      1993
                                                -----------  ---------  --------  ----------  --------  ---------
<S>                                             <C>          <C>        <C>       <C>         <C>       <C>
Increase (decrease) in net assets:
 Operations:
  Investment income (loss), net                 $   27,041     11,105     6,604       2,877      (357)       851 
  Realized gains (losses) on investments, net            -          -         -      42,515    28,987     39,654 
  Net change in unrealized appreciation
   (depreciation) on investments                         -          -         -     184,273   (45,642)    19,332 
                                                -----------  ---------  --------  ----------  --------  ---------

     Net increase (decrease) in net assets
      from operations                               27,041     11,105     6,604     229,665   (17,012)    59,837 
                                                -----------  ---------  --------  ----------  --------  ---------
 Contract transactions (note 5):
  Purchase payments                              1,140,571    835,456         -     233,408    15,811          - 
  Transfers between funds                         (843,539)  (442,767)   16,604     111,030    97,056    (88,021)
  Surrenders and terminations                      (48,126)  (101,035)  (66,017)    (54,886)  (49,775)   (67,969)
  Other transactions (note 2)                     (124,660)   (81,114)   (6,376)    (92,033)  (49,647)       400 
                                                -----------  ---------  --------  ----------  --------  ---------

     Net increase (decrease) in net assets
      resulting from contract transactions         124,246    210,540   (55,789)    197,519    13,445   (155,590)
                                                -----------  ---------  --------  ----------  --------  ---------

Increase (decrease) in net assets                  151,287    221,645   (49,185)    427,184    (3,567)   (95,753)
                                                -----------  ---------  --------  ----------  --------  ---------

Net assets at beginning of year                    530,565    308,920   358,105     625,982   629,549    725,302 
                                                -----------  ---------  --------  ----------  --------  ---------

Net assets at end of year                       $  681,852    530,565   308,920   1,053,166   625,982    629,549 
                                                ===========  =========  ========  ==========  ========  =========

</TABLE>

See accompanying notes to financial statements.
<PAGE>

<TABLE>

<CAPTION>
                                          ALLIANZ LIFE VARIABLE ACCOUNT A
                                                         of
                                  ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA

                                  Statements of Changes in Net Assets (Continued)

                                For the years ended December 31, 1995, 1994 and 1993

                                                 Precious   Precious   Precious      High        High        High
                                                  Metals     Metals     Metals      Income      Income      Income
                                                   Fund       Fund       Fund        Fund        Fund        Fund
                                                ----------  ---------  ---------  ----------  ----------  ----------
                                                   1995       1994       1993        1995        1994        1993
                                                ----------  ---------  ---------  ----------  ----------  ----------
<S>                                             <C>         <C>        <C>        <C>         <C>         <C>
Increase (decrease) in net assets:
 Operations:
  Investment income (loss), net                 $     489       (249)      (220)     68,408      36,262      29,823 
  Realized gains (losses) on investments, net      17,696      1,595     11,886       7,610      11,417       4,429 
  Net change in unrealized appreciation
   (depreciation) on investments                  (10,144)    (2,094)    49,249     122,964     (81,774)    110,533 
                                                ----------  ---------  ---------  ----------  ----------  ----------

     Net increase (decrease) in net assets
      from operations                               8,041       (748)    60,915     198,982     (34,095)    144,785 
                                                ----------  ---------  ---------  ----------  ----------  ----------
 Contract transactions (note 5):
  Purchase payments                                24,963        988          -      44,935       4,791           - 
  Transfers between funds                          23,956     89,216   (102,112)     37,055     (10,182)     (1,243)
  Surrenders and terminations                     (81,139)    (8,168)         -     (14,331)    (14,141)          - 
  Other transactions (note 2)                     (12,332)    (2,128)      (140)    (30,818)     (7,272)    (11,334)
                                                ----------  ---------  ---------  ----------  ----------  ----------

     Net increase (decrease) in net assets
      resulting from contract transactions        (44,552)    79,908   (102,252)     36,841     (26,804)    (12,577)
                                                ----------  ---------  ---------  ----------  ----------  ----------

Increase (decrease) in net assets                 (36,511)    79,160    (41,337)    235,823     (60,899)    132,208 
                                                ----------  ---------  ---------  ----------  ----------  ----------

Net assets at beginning of year                   201,295    122,135    163,472   1,046,519   1,107,418     975,210 
                                                ----------  ---------  ---------  ----------  ----------  ----------

Net assets at end of year                       $ 164,784    201,295    122,135   1,282,342   1,046,519   1,107,418 
                                                ==========  =========  =========  ==========  ==========  ==========

</TABLE>

See accompanying notes to financial statements.
<PAGE>

<TABLE>

<CAPTION>
                                               ALLIANZ LIFE VARIABLE ACCOUNT A
                                                             of
                                       ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA

                                       Statements of Changes in Net Assets (Continued)

                                    For the years ended December 31, 1995, 1994 and 1993

                                                    Real         Real         Real         U.S.         U.S.         U.S.
                                                   Estate       Estate       Estate     Government   Government   Government
                                                 Securities   Securities   Securities   Securities   Securities   Securities
                                                    Fund         Fund         Fund         Fund         Fund         Fund
                                                ------------  -----------  -----------  -----------  -----------  -----------
                                                    1995         1994         1993         1995         1994         1993
                                                ------------  -----------  -----------  -----------  -----------  -----------
<S>                                             <C>           <C>          <C>          <C>          <C>          <C>
Increase (decrease) in net assets:
 Operations:
  Investment income (loss), net                 $     2,834         (227)         122       36,795       24,946       19,549 
  Realized gains (losses) on investments, net         3,559        1,805        2,855        7,473       33,884       10,280 
  Net change in unrealized appreciation
   (depreciation) on investments                     14,488          759        5,891       56,173      (91,983)      27,413 
                                                ------------  -----------  -----------  -----------  -----------  -----------

     Net increase (decrease) in net assets
      from operations                                20,881        2,337        8,868      100,441      (33,153)      57,242 
                                                ------------  -----------  -----------  -----------  -----------  -----------
 Contract transactions (note 5):
  Purchase payments                                  53,203        7,592            -       25,128        1,041            - 
  Transfers between funds                            38,779       14,088       (4,205)      24,109     (111,346)      (8,013)
  Surrenders and terminations                        (8,139)           -            -      (18,462)           -            - 
  Other transactions (note 2)                       (23,508)      (3,026)       1,380      (18,318)      (8,820)      (9,256)
                                                ------------  -----------  -----------  -----------  -----------  -----------

     Net increase (decrease) in net assets
      resulting from contract transactions           60,335       18,654       (2,825)      12,457     (119,125)     (17,269)
                                                ------------  -----------  -----------  -----------  -----------  -----------

Increase (decrease) in net assets                    81,216       20,991        6,043      112,898     (152,278)      39,973 
                                                ------------  -----------  -----------  -----------  -----------  -----------

Net assets at beginning of year                      78,309       57,318       51,275      534,051      686,329      646,356 
                                                ------------  -----------  -----------  -----------  -----------  -----------

Net assets at end of year                       $   159,525       78,309       57,318      646,949      534,051      686,329 
                                                ============  ===========  ===========  ===========  ===========  ===========

</TABLE>

See accompanying notes to financial statements.
<PAGE>

<TABLE>

<CAPTION>
                                         ALLIANZ LIFE VARIABLE ACCOUNT A
                                                        of
                                 ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA

                                 Statements of Changes in Net Assets (Continued)

                               For the years ended December 31, 1995, 1994 and 1993

                                                                                       Zero       Zero      Zero
                                                  Utility     Utility     Utility     Coupon     Coupon    Coupon
                                                  Equity       Equity      Equity     Fund -     Fund -    Fund -
                                                   Fund         Fund        Fund       1995       1995      1995
                                                -----------  ----------  ----------  ---------  --------  --------
                                                   1995         1994        1993       1995       1994      1993
                                                -----------  ----------  ----------  ---------  --------  --------
<S>                                             <C>          <C>         <C>         <C>        <C>       <C>
Increase (decrease) in net assets:
 Operations:
  Investment income (loss), net                 $   59,683      36,532      15,643     18,122    13,370    13,285 
  Realized gains (losses) on investments, net       23,410      53,278      64,775     37,705     1,409     4,401 
  Net change in unrealized appreciation
   (depreciation) on investments                   259,686    (253,440)     47,455    (37,457)  (14,916)   (1,412)
                                                -----------  ----------  ----------  ---------  --------  --------

     Net increase (decrease) in net assets
      from operations                              342,779    (163,630)    127,873     18,370      (137)   16,274 
                                                -----------  ----------  ----------  ---------  --------  --------
 Contract transactions (note 5):
  Purchase payments                                116,016      11,599           -          -         -         - 
  Transfers between funds                          124,589     (62,456)    (19,863)  (270,886)        -         - 
  Surrenders and terminations                      (35,449)    (23,338)    (91,320)         -         -         - 
  Other transactions (note 2)                      (76,186)    (39,723)    (18,834)    (2,815)   (3,292)   (3,050)
                                                -----------  ----------  ----------  ---------  --------  --------

     Net increase (decrease) in net assets
      resulting from contract transactions         128,970    (113,918)   (130,017)  (273,701)   (3,292)   (3,050)
                                                -----------  ----------  ----------  ---------  --------  --------

Increase (decrease) in net assets                  471,749    (277,548)     (2,144)  (255,331)   (3,429)   13,224 
                                                -----------  ----------  ----------  ---------  --------  --------

Net assets at beginning of year                  1,074,173   1,351,721   1,353,865    255,331   258,760   245,536 
                                                -----------  ----------  ----------  ---------  --------  --------

Net assets at end of year                       $1,545,922   1,074,173   1,351,721          -   255,331   258,760 
                                                ===========  ==========  ==========  =========  ========  ========

</TABLE>

See accompanying notes to financial statements.
<PAGE>

<TABLE>

<CAPTION>
                                      ALLIANZ LIFE VARIABLE ACCOUNT A
                                                     of
                              ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA

                              Statements of Changes in Net Assets (Continued)

                            For the years ended December 31, 1995, 1994 and 1993

                                                  Zero       Zero      Zero      Zero      Zero       Zero
                                                 Coupon     Coupon    Coupon    Coupon    Coupon     Coupon
                                                 Fund -     Fund -    Fund -    Fund -    Fund -     Fund -
                                                  2000       2000      2000      2005      2005       2005
                                                ---------  --------  --------  --------  ---------  --------
                                                  1995       1994      1993      1995      1994       1993
                                                ---------  --------  --------  --------  ---------  --------
<S>                                             <C>        <C>       <C>       <C>       <C>        <C>
Increase (decrease) in net assets:
 Operations:
  Investment income (loss), net                 $ 11,269    12,081    10,108    10,144      9,241     9,557 
  Realized gains (losses) on investments, net      1,164     5,815     2,800     1,495     26,636    17,160 
  Net change in unrealized appreciation
   (depreciation) on investments                  44,013   (41,764)   30,329    68,320    (72,608)   44,629 
                                                ---------  --------  --------  --------  ---------  --------

     Net increase (decrease) in net assets
      from operations                             56,446   (23,868)   43,237    79,959    (36,731)   71,346 
                                                ---------  --------  --------  --------  ---------  --------
 Contract transactions (note 5):
  Purchase payments                                    -         -         -         -          -         - 
  Transfers between funds                         10,631         -         -         -    (41,224)  (31,627)
  Surrenders and terminations                          -    (7,535)        -         -    (28,826)        - 
  Other transactions (note 2)                     (3,895)   (5,488)   (3,880)   (4,312)    (3,853)   (2,637)
                                                ---------  --------  --------  --------  ---------  --------

     Net increase (decrease) in net assets
      resulting from contract transactions         6,736   (13,023)   (3,880)   (4,312)   (73,903)  (34,264)
                                                ---------  --------  --------  --------  ---------  --------

Increase (decrease) in net assets                 63,182   (36,891)   39,357    75,647   (110,634)   37,082 
                                                ---------  --------  --------  --------  ---------  --------

Net assets at beginning of year                  286,240   323,131   283,774   261,513    372,147   335,065 
                                                ---------  --------  --------  --------  ---------  --------

Net assets at end of year                       $349,422   286,240   323,131   337,160    261,513   372,147 
                                                =========  ========  ========  ========  =========  ========

</TABLE>

See accompanying notes to financial statements.
<PAGE>

<TABLE>

<CAPTION>
                                     ALLIANZ LIFE VARIABLE ACCOUNT A
                                                    of
                             ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA

                             Statements of Changes in Net Assets (Continued)

                           For the years ended December 31, 1995, 1994 and 1993

                                                  Zero       Zero       Zero
                                                 Coupon     Coupon     Coupon    Global   Global   Global
                                                 Fund -     Fund -     Fund -    Income   Income   Income
                                                  2010       2010       2010      Fund     Fund     Fund
                                                ---------  ---------  --------  --------  -------  -------
                                                  1995       1994       1993      1995     1994     1993
                                                ---------  ---------  --------  --------  -------  -------
<S>                                             <C>        <C>        <C>       <C>       <C>      <C>
Increase (decrease) in net assets:
 Operations:
  Investment income (loss), net                 $  1,964      6,159     4,467     2,283      333      609 
  Realized gains (losses) on investments, net        258      1,490     1,003       392      336      279 
  Net change in unrealized appreciation
   (depreciation) on investments                  32,162    (29,320)   10,850     6,634   (2,030)   2,156 
                                                ---------  ---------  --------  --------  -------  -------

     Net increase (decrease) in net assets
      from operations                             34,384    (21,671)   16,320     9,309   (1,361)   3,044 
                                                ---------  ---------  --------  --------  -------  -------
 Contract transactions (note 5):
  Purchase payments                                    -          -         -    42,908    1,813        - 
  Transfers between funds                              -    (74,884)   90,077    18,457   21,778        - 
  Surrenders and terminations                          -          -         -    (6,040)       -        - 
  Other transactions (note 2)                     (1,826)    (3,577)   (1,956)  (18,424)  (1,388)    (348)
                                                ---------  ---------  --------  --------  -------  -------

     Net increase (decrease) in net assets
      resulting from contract transactions        (1,826)   (78,461)   88,121    36,901   22,203     (348)
                                                ---------  ---------  --------  --------  -------  -------

Increase (decrease) in net assets                 32,558   (100,132)  104,441    46,210   20,842    2,696 
                                                ---------  ---------  --------  --------  -------  -------

Net assets at beginning of year                   83,178    183,310    78,869    42,818   21,976   19,280 
                                                ---------  ---------  --------  --------  -------  -------

Net assets at end of year                       $115,736     83,178   183,310    89,028   42,818   21,976 
                                                =========  =========  ========  ========  =======  =======

</TABLE>

See accompanying notes to financial statements.
<PAGE>

<TABLE>

<CAPTION>
                                            ALLIANZ LIFE VARIABLE ACCOUNT A
                                                           of
                                    ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA

                                    Statements of Changes in Net Assets (Continued)

                                  For the years ended December 31, 1995, 1994 and 1993

                                       Investment     Investment     Investment
                                         Grade           Grade          Grade        Income       Income       Income
                                      Intermediate   Intermediate   Intermediate   Securities   Securities   Securities
                                       Bond Fund       Bond Fund      Bond Fund       Fund         Fund         Fund
                                     --------------  -------------  -------------  -----------  -----------  -----------
                                          1995           1994           1993          1995         1994         1993
                                     --------------  -------------  -------------  -----------  -----------  -----------
<S>                                  <C>             <C>            <C>            <C>          <C>          <C>
Increase (decrease) in net assets:
 Operations:
  Investment income (loss), net      $       3,288             42            131       16,941        1,263          537 
  Realized gains (losses)
   on investments, net                       1,106             48             40        2,313          (62)         681 
  Net change in unrealized
   appreciation (depreciation)
   on investments                            2,630            150            419       47,314       (9,527)       4,145 
                                     --------------  -------------  -------------  -----------  -----------  -----------

     Net increase (decrease) in
       net assets from operations            7,024            240            590       66,568       (8,326)       5,363 
                                     --------------  -------------  -------------  -----------  -----------  -----------
 Contract transactions (note 5):
  Purchase payments                         14,163          1,391              -      223,737       22,483            - 
  Transfers between funds                    8,123         75,010              -      186,849      153,200        7,985 
  Surrenders and terminations              (40,771)             -              -      (14,487)           -            - 
  Other transactions (note 2)               (7,440)          (908)           (84)    (109,005)     (33,608)        (341)
                                     --------------  -------------  -------------  -----------  -----------  -----------

     Net increase (decrease) in
      net assets resulting from
      contract transactions                (25,925)        75,493            (84)     287,094      142,075        7,644 
                                     --------------  -------------  -------------  -----------  -----------  -----------

Increase (decrease) in net assets          (18,901)        75,733            506      353,662      133,749       13,007 
                                     --------------  -------------  -------------  -----------  -----------  -----------

Net assets at beginning of year             83,891          8,158          7,652      170,404       36,655       23,648 
                                     --------------  -------------  -------------  -----------  -----------  -----------

Net assets at end of year            $      64,990         83,891          8,158      524,066      170,404       36,655 
                                     ==============  =============  =============  ===========  ===========  ===========

</TABLE>

See accompanying notes to financial statements.
<PAGE>

<TABLE>

<CAPTION>
                                             ALLIANZ LIFE VARIABLE ACCOUNT A
                                                            of
                                     ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA

                                     Statements of Changes in Net Assets (Continued)

                                   For the years ended December 31, 1995, 1994 and 1993

                                                 Adjustable   Adjustable   Adjustable   Templeton   Templeton   Templeton
                                                    U.S.         U.S.         U.S.       Pacific     Pacific     Pacific
                                                 Government   Government   Government     Growth      Growth      Growth
                                                    Fund         Fund         Fund         Fund        Fund        Fund
                                                ------------  -----------  -----------  ----------  ----------  ----------
                                                    1995         1994         1993         1995        1994        1993
                                                ------------  -----------  -----------  ----------  ----------  ----------
<S>                                             <C>           <C>          <C>          <C>         <C>         <C>
Increase (decrease) in net assets:
 Operations:
  Investment income (loss), net                 $     1,199          150          149       2,646        (514)       (394)
  Realized gains (losses) on investments, net            35          (81)           2       3,117       9,213          77 
  Net change in unrealized appreciation
   (depreciation) on investments                        240          (98)         (25)     13,125     (24,505)     28,189 
                                                ------------  -----------  -----------  ----------  ----------  ----------

     Net increase (decrease) in net assets
      from operations                                 1,474          (29)         126      18,888     (15,806)     27,872 
                                                ------------  -----------  -----------  ----------  ----------  ----------
 Contract transactions (note 5):
  Purchase payments                                  12,633        5,636            -     141,914      13,634           - 
  Transfers between funds                            11,222       (2,444)           -      74,887      91,481     109,893 
  Surrenders and terminations                             -            -            -     (10,270)          -           - 
  Other transactions (note 2)                        (7,891)        (358)         (81)    (92,189)    (67,497)       (543)
                                                ------------  -----------  -----------  ----------  ----------  ----------

     Net increase (decrease) in net assets
      resulting from contract transactions           15,964        2,834          (81)    114,342      37,618     109,350 
                                                ------------  -----------  -----------  ----------  ----------  ----------

Increase (decrease) in net assets                    17,438        2,805           45     133,230      21,812     137,222 
                                                ------------  -----------  -----------  ----------  ----------  ----------

Net assets at beginning of year                       7,427        4,622        4,577     164,784     142,972       5,750 
                                                ------------  -----------  -----------  ----------  ----------  ----------

Net assets at end of year                       $    24,865        7,427        4,622     298,014     164,784     142,972 
                                                ============  ===========  ===========  ==========  ==========  ==========

</TABLE>

See accompanying notes to financial statements.
<PAGE>

<TABLE>

<CAPTION>
                                            ALLIANZ LIFE VARIABLE ACCOUNT A
                                                           of
                                    ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA

                                    Statements of Changes in Net Assets (Continued)

                                  For the years ended December 31, 1995, 1994 and 1993

                                                                            Templeton       Templeton       Templeton
                                       Rising       Rising      Rising    International   International   International
                                      Dividends   Dividends   Dividends       Equity          Equity          Equity
                                        Fund         Fund        Fund          Fund            Fund            Fund
                                     -----------  ----------  ----------  --------------  --------------  --------------
                                        1995         1994        1993          1995            1994            1993
                                     -----------  ----------  ----------  --------------  --------------  --------------
<S>                                  <C>          <C>         <C>         <C>             <C>             <C>
Increase (decrease) in net assets:
 Operations:
  Investment income (loss), net      $      961         317        (161)          3,566            (333)           (116)
  Realized gains (losses)
   on investments, net                      463         (44)         (8)          8,398             112           3,995 
  Net change in unrealized
   appreciation (depreciation)
   on investments                        19,701      (2,053)     (1,565)         19,054          (3,562)          1,391 
                                     -----------  ----------  ----------  --------------  --------------  --------------

     Net increase (decrease) in
      net assets from operations         21,125      (1,780)     (1,734)         31,018          (3,783)          5,270 
                                     -----------  ----------  ----------  --------------  --------------  --------------
 Contract transactions (note 5):
  Purchase payments                      52,764       4,169           -         297,409          32,269               - 
  Transfers between funds                38,476       5,960      18,787         206,753         104,241          11,738 
  Surrenders and terminations              (264)          -           -          (9,230)              -               - 
  Other transactions (note 2)           (19,499)     (1,199)       (393)       (111,967)         (8,365)            (77)
                                     -----------  ----------  ----------  --------------  --------------  --------------

     Net increase (decrease) in
      net assets resulting from
      contract transactions              71,477       8,930      18,394         382,965         128,145          11,661 
                                     -----------  ----------  ----------  --------------  --------------  --------------

Increase (decrease) in net assets        92,602       7,150      16,660         413,983         124,362          16,931 
                                     -----------  ----------  ----------  --------------  --------------  --------------

Net assets at beginning of year          44,527      37,377      20,717         141,293          16,931               - 
                                     -----------  ----------  ----------  --------------  --------------  --------------

Net assets at end of year            $  137,129      44,527      37,377         555,276         141,293          16,931 
                                     ===========  ==========  ==========  ==============  ==============  ==============

</TABLE>

See accompanying notes to financial statements.
<PAGE>

<TABLE>

<CAPTION>
                                            ALLIANZ LIFE VARIABLE ACCOUNT A
                                                           of
                                    ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA

                                    Statements of Changes in Net Assets (Continued)

                                  For the years ended December 31, 1995, 1994 and 1993

                                                 Templeton     Templeton   Templeton
                                                 Developing   Developing   Developing  Templeton   Templeton   Templeton
                                                  Markets       Markets     Markets      Global      Global     Global
                                                   Equity       Equity       Equity      Growth      Growth     Growth
                                                    Fund         Fund         Fund        Fund        Fund       Fund
                                                ------------  -----------  ----------  ----------  ----------  ---------
                                                    1995         1994         1993        1995        1994       1993
                                                ------------  -----------  ----------  ----------  ----------  ---------
<S>                                             <C>           <C>          <C>         <C>         <C>         <C>
Increase (decrease) in net assets:
 Operations:
  Investment income (loss), net                     ($4,311)      (3,996)           -       (432)        (81)          -
  Realized gains (losses) on investments, net          (453)         (67)           -        587         (51)          -
  Net change in unrealized appreciation
   (depreciation) on investments                      4,422       (2,951)           -     23,468        (144)          -
                                                ------------  -----------  ----------  ----------  ----------  ---------

     Net increase (decrease) in net assets
      from operations                                  (342)      (7,014)           -     23,623        (276)          -
                                                ------------  -----------  ----------  ----------  ----------  ---------
 Contract transactions (note 5):
  Purchase payments                                 169,165       19,997            -    237,156      27,117           -
  Transfers between funds                            63,297       44,206            -    114,188      45,458           -
  Surrenders and terminations                       (18,763)           -            -     (6,710)          -           -
  Other transactions (note 2)                       (61,489)      (1,238)           -    (86,658)     (5,539)          -
                                                ------------  -----------  ----------  ----------  ----------  ---------

     Net increase (decrease) in net assets
      resulting from contract transactions          152,210       62,965            -    257,976      67,036           -
                                                ------------  -----------  ----------  ----------  ----------  ---------

Increase (decrease) in net assets                   151,868       55,951            -    281,599      66,760           -
                                                ------------  -----------  ----------  ----------  ----------  ---------

Net assets at beginning of year                      55,951            -            -     66,760           -           -
                                                ------------  -----------  ----------  ----------  ----------  ---------

Net assets at end of year                       $   207,819       55,951            -    348,359      66,760           -
                                                ============  ===========  ==========  ==========  ==========  =========

</TABLE>

See accompanying notes to financial statements.
<PAGE>

<TABLE>

<CAPTION>
                                            ALLIANZ LIFE VARIABLE ACCOUNT A
                                                           of
                                    ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA

                                    Statements of Changes in Net Assets (Continued)

                                  For the years ended December 31, 1995, 1994 and 1993

                                                 Templeton    Templeton   Templeton
                                                   Global       Global      Global
                                                   Asset        Asset       Asset       Total       Total       Total
                                                 Allocation   Allocation  Allocation     All         All         All
                                                    Fund         Fund        Fund       Funds       Funds       Funds
                                                ------------  ----------  ----------  ----------  ----------  ----------
                                                    1995         1994        1993        1995        1994        1993
                                                ------------  ----------  ----------  ----------  ----------  ----------
<S>                                             <C>           <C>         <C>         <C>         <C>         <C>
Increase (decrease) in net assets:
 Operations:
  Investment income (loss), net                        ($27)           -           -    265,740     146,044     110,544 
  Realized gains (losses) on investments, net            17            -           -    158,860     175,720     164,309 
  Net change in unrealized appreciation
   (depreciation) on investments                        (15)           -           -    871,051    (677,502)    378,979 
                                                ------------  ----------  ----------  ----------  ----------  ----------

     Net increase (decrease) in net assets
      from operations                                   (25)           -           -  1,295,651    (355,738)    653,832 
                                                ------------  ----------  ----------  ----------  ----------  ----------
 Contract transactions (note 5):
  Purchase payments                                       -            -           -  2,830,073   1,005,787           - 
  Transfers between funds                               311            -           -    (21,713)     (3,609)          - 
  Surrenders and terminations                             -            -           -   (367,067)   (232,818)   (225,306)
  Other transactions (note 2)                           (66)           -           -   (905,331)   (328,040)    (57,550)
                                                ------------  ----------  ----------  ----------  ----------  ----------

     Net increase (decrease) in net assets
      resulting from contract transactions              245            -           -  1,535,962     441,320    (282,856)
                                                ------------  ----------  ----------  ----------  ----------  ----------

Increase (decrease) in net assets                       220            -           -  2,831,613      85,582     370,976 
                                                ------------  ----------  ----------  ----------  ----------  ----------

Net assets at beginning of year                           -            -           -  5,755,011   5,669,429   5,298,453 
                                                ------------  ----------  ----------  ----------  ----------  ----------

Net assets at end of year                       $       220            -           -  8,586,624   5,755,011   5,669,429 
                                                ============  ==========  ==========  ==========  ==========  ==========

</TABLE>

See accompanying notes to financial statements.
<PAGE>

                       ALLIANZ LIFE VARIABLE ACCOUNT A

                                      of

               ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA

                        Notes to Financial Statements

                              December 31, 1995

1.  ORGANIZATION

Allianz  Life Variable Account A (Variable Account) is a segregated investment
account of Allianz Life Insurance Company of North America (Allianz Life)
registered  with  the  Securities and Exchange Commission as a unit investment
trust  pursuant  to  the  provisions of the Investment Company Act of 1940 (as
amended).   The Variable Account was established on May 31, 1985 and commenced
operations September 8, 1987.  Accordingly, it is an accounting entity wherein
all segregated account transactions are reflected.

The  Variable  Account's  assets are the property of Allianz Life and are held
for  the  benefit  of  the owners and other persons entitled to payments under
variable life policies issued through the Variable Account and underwritten by
Allianz  Life.   The assets of the Variable Account, equal to the reserves and
other liabilities of the Variable Account, are not chargeable with liabilities
that arise from any other business which Allianz Life may conduct.

The Variable Account's sub-accounts may invest, at net asset values, in one or
more  of  the funds of the Franklin Valuemark Funds (FVF), managed by Franklin
Advisers,  Inc.,  in  accordance with the selection made by the policy owner. 
Not all funds are available as investment options for the products which
comprise the Variable Account.

Certain officers and trustees of the FVF are also officers and/or directors of
Franklin Advisers, Inc. and/or Allianz Life.

2.  SIGNIFICANT ACCOUNTING POLICIES

USE OF ESTIMATES

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.

INVESTMENTS

Investments of the Variable Account are valued daily at market value using net
asset values provided by Franklin Advisers, Inc.

Realized  investment  gains  include realized gain distributions received from
the respective funds and gains on the sale of fund shares as determined by the
average cost method.

Realized  gain distributions are reinvested in the respective funds.  Dividend
distributions received from the FVF are reinvested in additional shares of the
FVF and are recorded as income to the Variable Account on the ex-dividend
date.

A Fixed Account investment option is available to variable universal life
policy owners.  This account is comprised of equity and fixed income
investments which are part of the general assets of Allianz Life.  The
liabilities of the Fixed Account are part of the general obligations of
Allianz  Life  and  are  not included in the Variable Account.  The guaranteed
minimum rate of return on the Fixed Account is 3.5%.


The Templeton Developing Markets Equity Fund, Templeton Global Growth Fund and
Fixed Account were added as available investment options on July 1, 1994.  The
Templeton Global Asset Allocation Fund and Small Cap Fund were added as
available investment options on May 1, 1995 and November 1, 1995,
respectively.  The Small Cap Fund had no investment activity during 1995.  The
Zero Coupon - 1995 Fund matured and was closed on December 15, 1995.

In  April  1995,  the Equity Growth Fund name was changed to Growth and Income
Fund.

EXPENSES

ASSET BASED EXPENSES

A mortality and expense risk charge is deducted from the Variable Account on a
daily  basis equal, on an annual basis, to .60% of the daily net assets of the
Variable Account.

An administrative charge is deducted from the Variable Account on a daily
basis equal, on an annual basis, to .15% of the daily net assets of the
Variable Account.

CONTRACT BASED EXPENSES

A cost of insurance charge is deducted against each policy by liquidating
units.    The  amount of the charge is based upon age, sex, rate class and net
amount at risk (death benefit less total cash surrender value).  Total cost of
insurance  charges  paid by the policy owners for the years ended December 31,
1995, 1994 and 1993 were $581,193, $123,231 and $46,026, respectively.

A  deferred  issue charge is deducted annually, at the end of the policy year,
from  each  single premium variable life policy for the first ten policy years
by  liquidating  units.   The amount of the charge is 7% of the single premium
consisting  of  2.5% for premium taxes, 4% for sales charge and .5% for policy
issue charge (in the State of California, 2.35%, 4.15% and .5%, respectively).
If the policy is surrendered before the full amount is collected, the
uncollected  portion of this charge is deducted from the account value.  Total
deferred  issue charges paid by the policy owners for the years ended December
31, 1995, 1994 and 1993 were $28,613, $32,516 and $34,016, respectively.

A policy charge is deducted on each monthly anniversary date from each
variable universal life policy by liquidating units.  The amount of the charge
is  equal to 2.5% of each premium payment for premium taxes plus $20 per month
for  the first policy year and $9 per month guaranteed thereafter.  Currently,
Allianz  Life has agreed to voluntarily limit the charge to $5 per month after
the first policy year.  Total policy charges paid by the policy owners for the
years ended December 31, 1995 and 1994 were $292,695 and $64,030,
respectively.    There  were no variable universal life policies issued during
the year ended December 31, 1993.

Twelve  free  transfers are permitted each contract year.  Thereafter, the fee
is  the  lesser  of  $25 or 2% of the amount transferred.  No transfer charges
were  paid by the policy owners during the years ended December 31, 1995, 1994
and 1993, respectively.  Transfers to the Fixed Account during the years ended
December 31, 1995 and 1994 were $21,713 and $3,609, respectively.

The  cost  of  insurance, deferred issue, policy and transfer charges paid are
reflected in the Statements of Changes in Net Assets as other transactions.


3.  INVESTMENT TRANSACTIONS

The  sub-account  purchases of fund shares, including reinvestment of dividend
distributions, were as follows during the year ended December 31, 1995:

<TABLE>

<CAPTION>

<S>                                       <C>
Money Market Fund                         $1,122,415
Growth and Income Fund                       326,793
Precious Metals Fund                         123,585
High Income Fund                             162,053
Real Estate Securities Fund                   86,588
U.S. Government Securities Fund               88,014
Utility Equity Fund                          312,133
Zero Coupon Fund - 1995                       17,464
Zero Coupon Fund - 2000                       24,625
Zero Coupon Fund - 2005                       12,928
Zero Coupon Fund - 2010                        3,109
Global Income Fund                            55,385
Investment Grade Intermediate Bond Fund       22,252
Income Securities Fund                       363,976
Adjustable U.S. Government Fund               28,937
Templeton Pacific Growth Fund                180,053
Rising Dividends Fund                         80,078
Templeton International Equity Fund          434,389
Templeton Developing Markets Equity Fund     180,752
Templeton Global Growth Fund                 285,990
Templeton Global Asset Allocation Fund           387

</TABLE>

4.  FEDERAL INCOME TAXES

Operations of the Variable Account form a part of, and are taxed with,
operations  of  Allianz Life, which is taxed as a life insurance company under
the Internal Revenue Code.

Allianz Life does not expect to incur any federal income taxes in the
operation  of  the Variable Account.  If in the future Allianz Life determines
that the Variable Account may incur federal income taxes, it may then assess a
charge against the Variable Account for such taxes.
<PAGE>

5.  CONTRACT TRANSACTIONS - UNIT ACTIVITY

Transactions  in  units  for  each fund for the years ended December 31, 1995,
1994 and 1993, were as follows:

<TABLE>
<CAPTION>
                                                           Growth                              Real         U.S.
                                                Money       and      Precious      High       Estate     Government
                                               Market      Income     Metals      Income    Securities   Securities
                                                Fund        Fund       Fund        Fund        Fund         Fund
                                              ---------  ----------  ---------  ----------  -----------  -----------
<S>                                           <C>        <C>         <C>        <C>         <C>          <C>
Units outstanding at December 31, 1992          26,464      36,756     16,401      65,825        3,450       39,596 
Contract transactions:
 Transfers between funds                         1,266      (4,296)    (8,477)        (59)        (272)        (451)
 Surrenders and terminations                    (4,833)     (3,404)         -           -            -            - 
 Other transactions                               (467)         84          9        (701)          87         (533)
                                              ---------  ----------  ---------  ----------  -----------  -----------
     Net increase (decrease) in units
      resulting from contract transactions      (4,034)     (7,616)    (8,468)       (760)        (185)        (984)
                                              ---------  ----------  ---------  ----------  -----------  -----------

Units outstanding at December 31, 1993          22,430      29,140      7,933      65,065        3,265       38,612 
                                              =========  ==========  =========  ==========  ===========  ===========

Accumulation unit value
 per unit at December 31, 1993                $ 13.773      21.604     15.396      17.020       17.556       17.775 
                                              =========  ==========  =========  ==========  ===========  ===========

Contract transactions:
 Purchase payments                              59,285         751         67         265          419           62 
 Transfers between funds                       (31,325)      4,606      6,162        (637)         861       (6,440)
 Surrenders and terminations                    (7,250)     (2,364)      (578)       (869)           -            - 
 Other transactions                             (5,759)     (2,338)      (143)       (444)        (177)        (520)
                                              ---------  ----------  ---------  ----------  -----------  -----------
     Net increase (decrease) in units
      resulting from contract transactions      14,951         655      5,508      (1,685)       1,103       (6,898)
                                              ---------  ----------  ---------  ----------  -----------  -----------

Units outstanding at December 31, 1994          37,381      29,795     13,441      63,380        4,368       31,714 
                                              =========  ==========  =========  ==========  ===========  ===========

Accumulation unit value
 per unit at December 31, 1994                $ 14.194      21.010     14.977      16.512       17.928       16.840 
                                              =========  ==========  =========  ==========  ===========  ===========

Contract transactions:
 Purchase payments                              77,441       9,561      1,662       2,463        2,884        1,355 
 Transfers between funds                       (57,166)      4,664      1,698       1,925        2,056        1,281 
 Surrenders and terminations                    (3,275)     (2,237)    (5,150)       (772)        (427)        (965)
 Other transactions                             (8,613)     (3,762)      (820)     (1,663)      (1,253)        (983)
                                              ---------  ----------  ---------  ----------  -----------  -----------
     Net increase (decrease) in units
      resulting from contract transactions       8,387       8,226     (2,610)      1,953        3,260          688 
                                              ---------  ----------  ---------  ----------  -----------  -----------

Units outstanding at December 31, 1995          45,768      38,021     10,831      65,333        7,628       32,402 
                                              =========  ==========  =========  ==========  ===========  ===========

Accumulation unit value
 per unit at December 31, 1995                $ 14.898      27.700     15.214      19.628       20.913       19.966 
                                              =========  ==========  =========  ==========  ===========  ===========

Accumulation net assets at December 31, 1995  $681,852   1,053,166    164,784   1,282,342      159,525      646,949 
                                              =========  ==========  =========  ==========  ===========  ===========
</TABLE>
<PAGE>

5.  CONTRACT TRANSACTIONS - UNIT ACTIVITY (CONTINUED)

<TABLE>

<CAPTION>

                                                             Zero      Zero      Zero      Zero
                                                Utility     Coupon    Coupon    Coupon    Coupon   Global
                                                Equity      Fund -    Fund -    Fund -    Fund -   Income
                                                 Fund        1995      2000      2005      2010     Fund
                                              -----------  --------  --------  --------  --------  -------
<S>                                           <C>          <C>       <C>       <C>       <C>       <C>
Units outstanding at December 31, 1992            72,790    14,686    15,439    17,524     3,968    1,562 
Contract transactions:
 Transfers between funds                            (998)        -         -    (1,326)    3,524        - 
 Surrenders and terminations                      (4,617)        -         -         -         -        - 
 Other transactions                                 (934)     (175)     (190)     (156)      (84)     (25)
                                              -----------  --------  --------  --------  --------  -------
     Net increase (decrease) in units
      resulting from contract transactions        (6,549)     (175)     (190)   (1,482)    3,440      (25)
                                              -----------  --------  --------  --------  --------  -------

Units outstanding at December 31, 1993            66,241    14,511    15,249    16,042     7,408    1,537 
                                              ===========  ========  ========  ========  ========  =======

Accumulation unit value
 per unit at December 31, 1993                $   20.406    17.832    21.191    23.198    24.745   14.297 
                                              ===========  ========  ========  ========  ========  =======

Contract transactions:
 Purchase payments                                   654         -         -         -         -      133 
 Transfers between funds                          (3,468)        -         -    (1,953)   (3,442)   1,607 
 Surrenders and terminations                      (1,253)        -      (379)   (1,348)        -        - 
 Other transactions                               (2,205)     (186)     (276)     (182)     (162)    (102)
                                              -----------  --------  --------  --------  --------  -------
     Net increase (decrease) in units
      resulting from contract transactions        (6,272)     (186)     (655)   (3,483)   (3,604)   1,638 
                                              -----------  --------  --------  --------  --------  -------

Units outstanding at December 31, 1994            59,969    14,325    14,594    12,559     3,804    3,175 
                                              ===========  ========  ========  ========  ========  =======

Accumulation unit value
 per unit at December 31, 1994                $   17.912    17.823    19.614    20.821    21.866   13.483 
                                              ===========  ========  ========  ========  ========  =======

Contract transactions:
 Purchase payments                                 5,744         -         -         -         -    2,992 
 Transfers between funds                           6,185   (14,174)      458         -         -    1,333 
 Surrenders and terminations                      (1,893)        -         -         -         -     (416)
 Other transactions                               (3,807)     (151)     (178)     (177)      (69)  (1,283)
                                              -----------  --------  --------  --------  --------  -------
     Net increase (decrease) in units
      resulting from contract transactions         6,229   (14,325)      280      (177)      (69)   2,626 
                                              -----------  --------  --------  --------  --------  -------

Units outstanding at December 31, 1995            66,198         -    14,874    12,382     3,735    5,801 
                                              ===========  ========  ========  ========  ========  =======

Accumulation unit value
 per unit at December 31, 1995                $   23.353         -    23.491    27.229    30.991   15.347 
                                              ===========  ========  ========  ========  ========  =======

Accumulation net assets at December 31, 1995  $1,545,922         -   349,422   337,160   115,736   89,028 
                                              ===========  ========  ========  ========  ========  =======
</TABLE>

<PAGE>

5.  CONTRACT TRANSACTIONS - UNIT ACTIVITY (CONTINUED)

<TABLE>

<CAPTION>

                                                Investment
                                                  Grade                    Adjustable   Templeton
                                               Intermediate     Income        U.S.       Pacific      Rising
                                                   Bond       Securities   Government     Growth    Dividends
                                                   Fund          Fund         Fund         Fund        Fund
                                              --------------  -----------  -----------  ----------  ----------
<S>                                           <C>             <C>          <C>          <C>         <C>
Units outstanding at December 31, 1992                  588        1,598          410         586       1,899 
Contract transactions:
 Transfers between funds                                  -          527            -       9,382       1,714 
 Surrenders and terminations                              -            -            -           -           - 
 Other transactions                                      (6)         (21)          (7)        (44)        (37)
                                              --------------  -----------  -----------  ----------  ----------
     Net increase (decrease) in units
      resulting from contract transactions               (6)         506           (7)      9,338       1,677 
                                              --------------  -----------  -----------  ----------  ----------

Units outstanding at December 31, 1993                  582        2,104          403       9,924       3,576 
                                              ==============  ===========  ===========  ==========  ==========

Accumulation unit value
 per unit at December 31, 1993                $      14.017       17.423       11.481      14.407      10.453 
                                              ==============  ===========  ===========  ==========  ==========

Contract transactions:
 Purchase payments                                      100        1,334          495         998         418 
 Transfers between funds                              5,385        9,100         (213)      6,850         601 
 Surrenders and terminations                              -            -            -           -           - 
 Other transactions                                     (65)      (2,024)         (31)     (5,137)       (121)
                                              --------------  -----------  -----------  ----------  ----------
     Net increase (decrease) in units
      resulting from contract transactions            5,420        8,410          251       2,711         898 
                                              --------------  -----------  -----------  ----------  ----------

Units outstanding at December 31, 1994                6,002       10,514          654      12,635       4,474 
                                              ==============  ===========  ===========  ==========  ==========

Accumulation unit value
 per unit at December 31, 1994                $      13.978       16.208       11.374      13.042       9.952 
                                              ==============  ===========  ===========  ==========  ==========

Contract transactions:
 Purchase payments                                      963       12,397        1,060      10,718       4,625 
 Transfers between funds                                562       10,593          966       5,757       3,323 
 Surrenders and terminations                         (2,761)        (783)           -        (779)        (23)
 Other transactions                                    (507)      (6,107)        (667)     (7,009)     (1,699)
                                              --------------  -----------  -----------  ----------  ----------
     Net increase (decrease) in units
      resulting from contract transactions           (1,743)      16,100        1,359       8,687       6,226 
                                              --------------  -----------  -----------  ----------  ----------

Units outstanding at December 31, 1995                4,259       26,614        2,013      21,322      10,700 
                                              ==============  ===========  ===========  ==========  ==========

Accumulation unit value
 per unit at December 31, 1995                $      15.260       19.691       12.352      13.977      12.816 
                                              ==============  ===========  ===========  ==========  ==========

Accumulation net assets at December 31, 1995  $      64,990      524,066       24,865     298,014     137,129 
                                              ==============  ===========  ===========  ==========  ==========
</TABLE>
<PAGE>

5.  CONTRACT TRANSACTIONS - UNIT ACTIVITY (CONTINUED)

<TABLE>

<CAPTION>

                                                                Templeton                Templeton
                                                 Templeton     Developing   Templeton     Global
                                               International     Markets      Global       Asset       Total
                                                  Equity         Equity       Growth    Allocation      All
                                                   Fund           Fund         Fund        Fund        Funds
                                              ---------------  -----------  ----------  -----------  ----------
<S>                                           <C>              <C>          <C>         <C>          <C>
Units outstanding at December 31, 1992                     -            -           -            -     319,542 
Contract transactions:
 Transfers between funds                               1,375            -           -            -       1,909 
 Surrenders and terminations                               -            -           -            -     (12,854)
 Other transactions                                       (7)           -           -            -      (3,207)
                                              ---------------  -----------  ----------  -----------  ----------
     Net increase (decrease) in units
      resulting from contract transactions             1,368            -           -            -     (14,152)
                                              ---------------  -----------  ----------  -----------  ----------

Units outstanding at December 31, 1993                 1,368            -           -            -     305,390 
                                              ===============  ===========  ==========  ===========  ==========

Accumulation unit value
 per unit at December 31, 1993                $       12.375            -           -            - 
                                              ===============  ===========  ==========  ===========            

Contract transactions:
 Purchase payments                                     2,526        2,054       2,721            -      72,282 
 Transfers between funds                               8,168        4,590       4,585            -       5,037 
 Surrenders and terminations                               -            -           -            -     (14,041)
 Other transactions                                     (659)        (545)       (558)           -     (21,634)
                                              ---------------  -----------  ----------  -----------  ----------
     Net increase (decrease) in units
      resulting from contract transactions            10,035        6,099       6,748            -      41,644 
                                              ---------------  -----------  ----------  -----------  ----------

Units outstanding at December 31, 1994                11,403        6,099       6,748            -     347,034 
                                              ===============  ===========  ==========  ===========  ==========

Accumulation unit value
 per unit at December 31, 1994                $       12.390        9.173       9.894            - 
                                              ===============  ===========  ==========  ===========            

Contract transactions:
 Purchase payments                                    22,647       18,183      22,517            -     197,212 
 Transfers between funds                              15,984        6,624      11,063           27       3,159 
 Surrenders and terminations                            (691)      (2,067)       (627)           -     (22,866)
 Other transactions                                   (8,513)      (6,629)     (8,230)          (6)    (62,126)
                                              ---------------  -----------  ----------  -----------  ----------
     Net increase (decrease) in units
      resulting from contract transactions            29,427       16,111      24,723           21     115,379 
                                              ---------------  -----------  ----------  -----------  ----------

Units outstanding at December 31, 1995                40,830       22,210      31,471           21     462,413 
                                              ===============  ===========  ==========  ===========  ==========

Accumulation unit value
 per unit at December 31, 1995                $       13.600        9.357      11.069       10.637 
                                              ===============  ===========  ==========  ===========            

Accumulation net assets at December 31, 1995  $      555,276      207,819     348,359          220   8,586,624 
                                              ===============  ===========  ==========  ===========  ==========
</TABLE>
<PAGE>






               ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
                               AND SUBSIDIARIES

                      Consolidated Financial Statements


                          December 31, 1995 and 1994
<PAGE>

KPMG Peat Marwick LLP
4200 Norwest Center
90 South Seventh Street
Minneapolis, MN  55402







                         INDEPENDENT AUDITORS' REPORT




The Board of Directors
Allianz Life Insurance Company of North America:


We  have  audited the accompanying consolidated balance sheets of Allianz Life
Insurance  Company  of  North America (a wholly owned subsidiary of Allianz of
America, Inc.) and subsidiaries as of December 31, 1995 and 1994, and the
related consolidated statements of income, stockholder's equity and cash flows
for  each of the years in the three-year period ended December 31, 1995. These
consolidated financial statements are the responsibility of the Company's
management.  Our responsibility is to express an opinion on these consolidated
financial statements 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 are free of
material  misstatement. An audit includes examining, on a test basis, evidence
supporting  the  amounts and disclosures in the financial statements. 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 consolidated financial statements referred to above
present  fairly, in all material respects, the consolidated financial position
of Allianz Life Insurance Company of North America and subsidiaries as of
December 31, 1995 and 1994, and the results of their operations and changes in
stockholder's  equity  and  cash flows for each of the years in the three-year
period ended December 31, 1995, in conformity with generally accepted
accounting principles.

In  1994, as discussed in note 1 to the consolidated financial statements, the
Company  adopted  the provisions of the Financial Accounting Standards Board's
Statement  of  Financial Accounting Standards  No. 115, Accounting for Certain
Investments  in Debt and Equity Securities.  In 1993, as discussed in notes 1,
8  and  10  to  the consolidated financial statements, the Company adopted the
provisions of the Financial Accounting Standards Board's Statements of
Financial Accounting Standards No. 106, Accounting for Postretirement Benefits
Other Than Pensions and No. 109, Accounting for Income Taxes.


                                             KPMG Peat Marwick LLP



February 6, 1996
<PAGE>

<TABLE>

<CAPTION>
                  ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
                                 AND SUBSIDIARIES

                            Consolidated Balance Sheets

                            December 31, 1995 and 1994
                         (in thousands except share data)

Assets                                                         1995         1994
- ----------------------------------------------------------  -----------  ----------
<S>                                                         <C>          <C>
Investments:
    Fixed maturities, at amortized cost                     $         0      90,615
    Fixed maturities, at market                               2,549,598   1,906,208
    Equity securities, at market                                254,458     131,712
    Mortgage loans on real estate                               203,128     163,099
    Real estate, at cost                                          8,806       4,685
    Investment in real estate partnerships, at equity            11,975      12,551
    Certificates of deposit and short-term securities            31,501     155,307
    Policy loans                                                104,184     101,899
    Other long-term investments                                     650       1,117
                                                            -----------  ----------
             Total investments                                3,164,300   2,567,193

Cash                                                             10,936      63,883
Accrued investment income                                        36,858      34,786
Receivables (net of allowance for uncollectible
    accounts of $7,697 in 1995 and $9,607 in 1994)              124,700     111,400
Reinsurance receivable:
    Funds held on deposit                                     1,060,566     927,353
    Recoverable on future policy benefit reserves                43,248      35,387
    Recoverable on unpaid claims                                109,075     105,603
    Receivable on paid claims                                    22,172      26,736
Prepaid insurance premiums                                        4,078       4,317
Home office property and equipment (net of accumulated
    depreciation of $21,256 in 1995 and $28,547 in 1994)          8,790      11,612
Deferred acquisition costs                                      826,994     798,442
Federal income tax recoverable                                    3,947       3,794
Other assets                                                     11,048       9,818
                                                            -----------  ----------
             Assets, exclusive of separate account assets     5,426,712   4,700,324

Separate account assets                                       8,402,003   6,965,755
                                                            -----------  ----------

             Total assets                                   $13,828,715  11,666,079
                                                            ===========  ==========
</TABLE>

See accompanying notes to consolidated financial statements.
<PAGE>

<TABLE>

<CAPTION>
                        ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
                                        AND SUBSIDIARIES

                             Consolidated Balance Sheets, continued

                                   December 31, 1995 and 1994
                                (in thousands except share data)

Liabilities and Stockholder's Equity                                       1995         1994
- ---------------------------------------------------------------------  ------------  -----------
<S>                                                                    <C>           <C>
Liabilities:
    Future policy benefit reserves:
        Life                                                           $ 1,088,964    1,022,537 
        Annuity                                                          2,601,943    2,304,560 
    Policy and contract claims                                             371,898      355,411 
    Unearned premiums                                                       34,181       40,376 
    Reinsurance payable                                                     72,838       81,507 
    Deferred income taxes                                                  140,174        5,807 
    Accrued expenses                                                        41,266       29,006 
    Commissions due and accrued                                             22,979       24,190 
    Other policyholder funds                                                82,138       73,509 
    Other liabilities                                                       19,137       76,314 
                                                                       ------------  -----------
             Liabilities, exclusive of separate account liabilities      4,475,518    4,013,217 

    Separate account liabilities                                         8,402,003    6,965,755 
                                                                       ------------  -----------

             Total liabilities                                          12,877,521   10,978,972 
                                                                       ------------  -----------

Minority interest in subsidiary                                                  0        7,662 
                                                                       ------------  -----------

Stockholder's equity:
    Common stock, $1 par value, 20,000,000 shares
        authorized, issued and outstanding                                  20,000       20,000 
    Preferred stock, $1 par value, cumulative, 200 million
        shares authorized, 25 million shares issued and outstanding
        in 1995 and 40 million shares issued and outstanding in 1994        25,000       40,000 
    Additional paid-in capital                                             407,088      406,494 
    Net unrealized holding gain (loss) on securities
        available-for-sale, net of deferred federal income taxes           139,204      (62,073)
    Net unrealized Canadian currency loss                                   (3,455)      (3,787)
    Retained earnings                                                      363,357      278,811 
                                                                       ------------  -----------
             Total stockholder's equity                                    951,194      679,445 
                                                                       ------------  -----------

Commitments and contingencies (notes 7 and 12)

             Total liabilities and stockholder's equity                $13,828,715   11,666,079 
                                                                       ============  ===========
</TABLE>

See accompanying notes to consolidated financial statements.
<PAGE>

<TABLE>

<CAPTION>
                       ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
                                      AND SUBSIDIARIES

                              Consolidated Statements of Income

                        Years Ended December 31, 1995, 1994 and 1993
                                       (in thousands)

                                                               1995        1994       1993
                                                            -----------  ---------  ---------
<S>                                                         <C>          <C>        <C>
Revenue:
    Life insurance premiums                                 $  257,647    234,295    217,717 
    Other life policy considerations                            93,158     92,254     88,003 
    Annuity considerations                                     147,112    120,240     69,583 
    Accident and health premiums                               527,059    547,508    508,785 
                                                            -----------  ---------  ---------
             Total premiums and considerations               1,024,976    994,297    884,088 
    Premiums ceded                                             223,226    244,208    202,904 
                                                            -----------  ---------  ---------
             Net premiums and considerations                   801,750    750,089    681,184 

    Investment income, net                                     201,158    181,291    174,831 
    Realized investment gains, net                              29,202        829     28,318 
    Other                                                       10,140     12,703      9,347 
                                                            -----------  ---------  ---------
             Total revenue                                   1,042,250    944,912    893,680 
                                                            -----------  ---------  ---------
Benefits and expenses:
    Life insurance benefits                                    268,163    254,326    233,694 
    Annuity benefits                                           145,636    131,793    113,500 
    Accident and health insurance benefits                     374,743    379,122    341,676 
                                                            -----------  ---------  ---------
             Total benefits                                    788,542    765,241    688,870 
    Benefit recoveries                                         210,702    212,144    155,043 
                                                            -----------  ---------  ---------
             Net benefits                                      577,840    553,097    533,827 

    Commissions and other agent compensation                   233,939    313,715    398,161 
    General and administrative expenses                        115,419    111,116    109,333 
    Taxes, licenses and fees                                    17,672     22,514     25,239 
    Increase in deferred acquisition costs, net                (28,552)  (132,090)  (253,234)
    Minority interest in income of consolidated subsidiary         (30)       (66)         0 
                                                            -----------  ---------  ---------
             Total benefits and expenses                       916,288    868,286    813,326 
                                                            -----------  ---------  ---------

             Income from operations before income taxes        125,962     76,626     80,354 
                                                            -----------  ---------  ---------
Income tax expense (benefit):
    Current                                                     12,993      5,098     30,215 
    Deferred                                                    25,772     16,053     (6,496)
                                                            -----------  ---------  ---------
             Total income tax expense                           38,765     21,151     23,719 
                                                            -----------  ---------  ---------
Income before cumulative effect of
                 changes in accounting                          87,197     55,475     56,635 
Cumulative effect of changes in accounting                           0          0     26,875 
                                                            -----------  ---------  ---------
             Net income                                     $   87,197     55,475     83,510 
                                                            ===========  =========  =========
</TABLE>

See accompanying notes to consolidated financial statements.
<PAGE>

<TABLE>

<CAPTION>
                      ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
                                      AND SUBSIDIARIES

                      Consolidated Statements of Stockholder's Equity

                        Years Ended December 31, 1995, 1994 and 1993
                                       (in thousands)

                                                                1995       1994       1993
                                                              ---------  ---------  --------
<S>                                                           <C>        <C>        <C>
Common stock:
    Balance at beginning and end of year                      $ 20,000     20,000    20,000 
                                                              ---------  ---------  --------

Preferred Stock:
    Balance at beginning of year                                40,000          0         0 
    Issuance of stock during the year                                0     40,000         0 
    Redemption of stock during the year                        (15,000)         0         0 
                                                              ---------  ---------  --------
    Balance at end of year                                      25,000     40,000         0 
                                                              ---------  ---------  --------

Additional paid-in capital:
    Balance at beginning of year                               406,494    401,304   401,304 
    Additional contribution from parent                            594      5,190         0 
                                                              ---------  ---------  --------
    Balance at end of year                                     407,088    406,494   401,304 
                                                              ---------  ---------  --------

Net unrealized gain (loss) on investments:
    Balance at beginning of year                               (62,073)     9,071    12,071 
    Cumulative effect of implementation of Statement
        No. 115, net of deferred federal income taxes                0     74,866         0 
    Net unrealized gain on securities transferred
        from held-to-maturity to available-for-sale
        classification, net of deferred federal income taxes     1,789          0         0 
    Net unrealized gain (loss) during the year,
        net of deferred federal income taxes                   199,488   (146,010)   (3,000)
                                                              ---------  ---------  --------
    Balance at end of year                                     139,204    (62,073)    9,071 
                                                              ---------  ---------  --------

Net unrealized Canadian currency gain (loss):
    Balance at beginning of year                                (3,787)    (2,708)   (1,835)
    Net unrealized gain (loss) during the year,
        net of deferred federal income taxes                       332     (1,079)     (873)
                                                              ---------  ---------  --------
    Balance at end of year                                      (3,455)    (3,787)   (2,708)
                                                              ---------  ---------  --------

Retained earnings:
    Balance at beginning of year                               278,811    223,749   140,239 
    Net income                                                  87,197     55,475    83,510 
    Cash dividend to stockholder                                (2,651)      (413)        0 
                                                              ---------  ---------  --------
    Balance at end of year                                     363,357    278,811   223,749 
                                                              ---------  ---------  --------

              Total stockholder's equity                      $951,194    679,445   651,416 
                                                              =========  =========  ========
</TABLE>

See accompanying notes to consolidated financial statements.
<PAGE>

<TABLE>

<CAPTION>
                  ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
                                  AND SUBSIDIARIES

                       Consolidated Statements of Cash Flows

                    Years Ended December 31, 1995, 1994 and 1993
                                   (in thousands)

                                                       1995       1994       1993
                                                    ----------  ---------  ---------
 <S>                                                <C>         <C>        <C>
Cash flows used in operating activities:
    Net income                                      $  87,197     55,475     83,510 
                                                    ----------  ---------  ---------

    Adjustments to reconcile net income to net
     cash used in operating activities:
     Realized gains on investments                    (29,202)      (829)   (28,318)
     Deferred federal income tax (benefit) expense     25,772     16,053     (6,496)
     Cumulative effect of changes in accounting             0          0    (26,875)
     Charges to policy account balances              (120,254)  (125,488)  (105,912)
     Interest credited to policy account balances     169,151    150,490    147,983 
     Change in:
        Accrued investment income                      (2,072)      (764)    (2,725)
        Receivables                                   (13,300)    12,040    (20,206)
        Reinsurance receivables                      (190,953)   (93,453)  (107,809)
        Deferred acquisition costs                    (28,552)  (132,090)  (253,234)
        Future policy benefit reserves                 66,932     20,791     (9,557)
        Policy and contract claims                     25,116     25,072     40,211 
        Unearned premiums                              (6,195)    (1,194)    (2,111)
        Reinsurance payable                            (8,669)    19,779     31,653 
        Current tax recoverable                          (153)    (6,255)     1,085 
        Deferred tax liability                              0          0     15,936 
        Accrued expenses and other liabilities        (43,867)    54,626     14,657 
        Commissions due and accrued                    (1,211)     3,316      1,461 
     Depreciation and amortization                    (23,391)   (11,498)    (7,681)
     Other, net                                           916        (86)     2,303 
                                                    ----------  ---------  ---------
             Total adjustments                       (179,932)   (69,490)  (315,635)
                                                    ----------  ---------  ---------

             Net cash used in operating activities    (92,735)   (14,015)  (232,125)
                                                    ----------  ---------  ---------
</TABLE>

See accompanying notes to consolidated financial statements.
<PAGE>

<TABLE>

<CAPTION>
                         ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
                                        AND SUBSIDIARIES

                        Consolidated Statements of Cash Flows, continued

                          Years Ended December 31, 1995, 1994 and 1993
                                         (in thousands)

                                                                 1995        1994        1993
                                                             ------------  ---------  -----------
<S>                                                          <C>           <C>        <C>
Cash flows used in investing activities:
    Purchase of fixed maturities, at amortized cost          $         0          0   (1,191,749)
    Purchase of fixed maturities, at market                   (1,533,290)  (928,532)           0 
    Purchase of equity securities                               (166,701)  (145,267)    (205,345)
    Purchase of other long-term investments                            0       (467)        (650)
    Funding of mortgage loans                                    (66,301)   (64,808)     (20,097)
    Sale of fixed maturities, at amortized cost                        0          0      666,893 
    Sale of fixed maturities, at market                        1,242,988    791,659            0 
    Matured or redeemed fixed maturities, at amortized cost        7,022      4,342      314,223 
    Matured fixed maturities, at market                           38,991     32,508            0 
    Sale of equity securities                                     97,619    150,347      217,524 
    Repayment of mortgage loans                                   25,563     28,206       15,989 
    Sale of minority interest in subsidiary                            0          0        8,189 
    Purchase of minority interest's shares in subsidiary          (7,903)         0            0 
    Net change in certificates of deposit and
        short-term securities                                    123,806    (96,344)      33,330 
    Other                                                         (2,851)    (6,232)         782 
                                                             ------------  ---------  -----------

             Net cash used in investing activities              (241,057)  (234,588)    (160,911)
                                                             ------------  ---------  -----------


Cash flows used in financing activities:
    Policyholders' deposits to account balances              $   553,699    526,918      639,633 
    Policyholders' withdrawals from account balances            (291,102)  (235,309)    (164,911)
    Change in assets held under reinsurance agreements            36,354    (59,349)     (75,658)
    Net change in mortgage notes payable                          (1,049)       (39)         (36)
    Additional paid-in capital from parent                           594      5,190            0 
    Preferred stock transactions                                 (15,000)    40,000            0 
    Cash dividends paid                                           (2,651)      (413)           0 
                                                             ------------  ---------  -----------

            Net cash used in financing activities                280,845    276,998      399,028 
                                                             ------------  ---------  -----------

            Net change in cash                                   (52,947)    28,395        5,992 

Cash at beginning of year                                         63,883     35,488       29,496 
                                                             ------------  ---------  -----------

Cash at end of year                                          $    10,936     63,883       35,488 
                                                             ============  =========  ===========
</TABLE>

See accompanying notes to consolidated financial statements.
<PAGE>

               ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
                               AND SUBSIDIARIES

                  Notes to Consolidated Financial Statements

                       December 31, 1995, 1994 and 1993
                                (in thousands)

(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Allianz Life Insurance Company of North America (the Company) is a wholly
owned subsidiary of Allianz of America, Inc. (AZOA), a majority-owned
subsidiary of Allianz A.G. Holding, a Federal Republic of Germany company.

The  Company  is a life insurance company which is licensed to sell both group
and  individual  life,  annuity and accident and health policies in the United
States, Canada and several U.S. territories.  Based on 1995 gross premium
volume, 13%, 71% and 16% of the Company's business is life, annuity and
accident and health, respectively.  The Company's primary distribution
channels  are  through  strategic alliances with other insurance companies and
third party marketing organizations.  The Company has a significant
relationship as of December 31, 1995 with a mutual fund company and its
broker/dealer network related to sales of its variable life and variable
annuity products and another significant administration, marketing and
reinsurance relationship with an unrelated insurance company.

Following is a summary of the significant accounting policies reflected in the
accompanying consolidated financial statements.

BASIS OF PRESENTATION

The  consolidated  financial  statements have been prepared in accordance with
generally accepted accounting principles (GAAP) which vary in certain respects
from  accounting  rules  prescribed or permitted by state insurance regulatory
authorities.  The accounts of the Company's major subsidiaries, Preferred Life
Insurance  Company of New York and Canadian American Financial Corporation and
other  less  significant subsidiaries have been consolidated.  All significant
intercompany balances and transactions have been eliminated in consolidation. 
Certain amounts as previously reported have been reclassified to be consistent
with the current year's presentation.

The preparation of financial statements in conformity with GAAP requires
management to make certain estimates and assumptions that affect reported
assets  and liabilities including reporting or disclosure of contingent assets
and liabilities as of the balance sheet date and the reported amounts of
revenues  and expenses during the reporting period.  Actual results could vary
significantly from management's estimates.

RECOGNITION OF TRADITIONAL LIFE, GROUP LIFE AND GROUP ACCIDENT AND HEALTH
REVENUE

Traditional life products include products with guaranteed premiums and
benefits  and  consist  principally of whole life and term insurance policies,
limited payment contracts and certain annuity products with life
contingencies.

Premiums  on traditional life and group life products are recognized as income
when due. Group accident and health premiums are recognized as earned on a pro
rata basis over the risk coverage periods. Benefits and expenses for
traditional and group products are matched with earned premiums so that
profits  are recognized over the premium paying periods of the contracts. This
matching is accomplished by establishing provisions for future policy benefits
and  policy  and  contract claims, and deferring and amortizing related policy
acquisition costs.

<PAGE>

RECOGNITION OF NONTRADITIONAL AND VARIABLE LIFE AND ANNUITY REVENUE

Nontraditional  and  variable  life insurance and interest sensitive contracts
that have significant mortality or morbidity risk are accounted for in
accordance with the retrospective deposit method.  Interest sensitive
contracts that do not have significant mortality or morbidity risk are
accounted for in a manner consistent with interest bearing financial
instruments.    For  both types of contracts, premium receipts are reported as
deposits  to  the  contractholder's  account while revenues consist of amounts
assessed against contractholders including surrender charges and earned
administrative service fees.  Mortality or morbidity charges are also
accounted  for as revenue on those contracts containing mortality or morbidity
risk.  Benefits  consist of interest credited to contractholder's accounts and
claims or benefits incurred in excess of the contractholder's balance.

DEFERRED ACQUISITION COSTS

Acquisition  costs,  consisting of commissions and other costs which vary with
and  are  primarily  related  to production of new business, are deferred. For
traditional  life  and  group life products, such costs are amortized over the
revenue-producing period of the related policies using the same actuarial
assumptions used in computing future policy benefit reserves. Acquisition
costs  for  accident  and health insurance policies are deferred and amortized
over  the lives of the policies in the same manner as premiums are earned. For
interest  sensitive  products,  acquisition costs are amortized in relation to
the present value of expected future gross profits from investment margins and
mortality, morbidity and expense charges. Deferred acquisition costs amortized
during 1995, 1994 and 1993 were $117,782, $108,676 and $72,431, respectively.

FUTURE POLICY BENEFIT RESERVES

Future  policy  benefit  reserves on traditional life products are computed by
the  net  level  premium  method based upon estimated future investment yield,
mortality and withdrawal assumptions, commensurate with the Company's
experience,  modified  as  necessary  to reflect anticipated trends, including
possible  unfavorable  deviations.  Most life reserve interest assumptions are
graded from 9% to 5.5%.

Future  policy  benefit reserves for interest sensitive products are generally
carried at accumulated contract values. Reserves on some deferred annuity
contracts are computed based on contractholder cash value accumulations,
adjusted for mortality, withdrawal and interest margin assumptions.

Fair values of investment contracts, which include deferred annuities and
other annuities without significant mortality risk, were determined by testing
amounts  payable  on demand against discounted cash flows using interest rates
commensurate  with  the  risks  involved.  Fair values are based on the amount
payable on demand at December 31, 1995 and 1994.

POLICY AND CONTRACT CLAIMS

Policy and contract claims represent an estimate of claims and claim
adjustment  expenses  on  accident and health and life insurance policies that
have  been  reported  but not yet paid and incurred but not yet reported as of
December 31.

REINSURANCE

Insurance liabilities are reported before the effects of reinsurance.  Amounts
paid  or  deemed to have been paid for claims covered by reinsurance contracts
are recorded as reinsurance receivable. Reinsurance receivables are recognized
in a manner consistent with the liabilities related to the underlying
reinsured contracts.

<PAGE>

INVESTMENTS

On January 1, 1994, the Company adopted Statement of Financial Accounting
Standards (SFAS) No. 115, Accounting for Certain Investments in Debt and
Equity Securities which addresses the accounting and reporting for investments
in  equity  securities  that have readily determinable fair values and for all
investments  in  debt  securities.  Those investments are classified in one of
three  categories.    Debt securities that the Company has the positive intent
and ability to hold to maturity are classified as "held-to-maturity
securities" and reported at amortized cost.  Debt and equity securities bought
and held principally for the purpose of selling them in the near term are
classified as "trading securities" and reported at fair value, with unrealized
gains and losses included in earnings.  Debt and equity securities not
classified as either "held-to-maturity securities" or "trading securities" are
classified as "available-for-sale securities" and reported at fair value, with
unrealized  gains and losses reported as a separate component of stockholders'
equity, net of deferred taxes.  SFAS No. 115 did not permit retroactive
application  of  its  provisions.   The Company classified the majority of its
investment  portfolio as "available-for-sale securities" with a limited number
of securities classified as "held-to-maturity" at January 1, 1994.

At  December  31,  1995, the Company transferred all of its securities with an
amortized cost of $83,357 classified as "held-to-maturity' to the
"available-for-sale"  classifications  as provided in the Financial Accounting
Standards  Board (FASB) Special Report on the implementation of SFAS No. 115. 
The effect of this transfer was an increase in stockholder's equity of $1,789.
All of the Company's investment portfolio is classified as
"available-for-sale" at December 31, 1995.

Short-term investments are carried at amortized cost which approximates
market.  Policy loans are reflected at their unpaid principal balances.
Mortgage loans are reflected at unpaid principal balances adjusted for premium
and discount amortization and an allowance for uncollectible balances.  During
1995, the Company adopted SFAS No. 114, Accounting by Creditors for Impairment
of a Loan and SFAS No. 118, Accounting by Creditors for Impairment of a
Loan-Income Recognition and Disclosures.  SFAS No. 114 addresses accounting by
creditors  for  impairment  of certain loans.  It requires that impaired loans
within  the  scope  of the Statement be measured based on the present value of
expected  future  cash  flows discounted at the loan's effective interest rate
or,  alternatively, at the loan's observable market price of the fair value of
supporting  collateral.   The Company analyzes loan impairment at least once a
year when assessing the adequacy of the allowance for possible credit losses. 
SFAS  No.  118 permits existing income recognition practices to continue.  The
Company  does  not accrue interest on impaired loans and accounts for interest
income on a cash basis.  The adoption of these Statements did not have a
material impact on the Company's net income or financial position.

Investments in real estate are reflected at the lower of cost or market value.
Real  estate  occupied  by  the Company is reflected at cost, less accumulated
depreciation.  Investments in real estate, exclusive of land, are being
depreciated  on a straight-line basis over estimated useful lives ranging from
3 to 30 years.

Realized  gains  and  losses are computed based on the specific identification
method.

As of December 31, 1995 and 1994, investments with a carrying value of $37,879
and $44,337, respectively, were held on deposit with various insurance
departments as required by statutory regulations.

The  fair values of invested assets, excluding investments in real estate, are
deemed  by  management  to approximate their estimated market values. The fair
value of mortgage loans has been calculated using discounted cash flows and is
based on pertinent information available to management as of year end.  Policy
loan balances which are supported by the underlying cash value of the policies
approximate  fair  value.  Changes in market conditions subsequent to year end
<PAGE>

may cause estimates of fair values to differ from the amounts presented
herein.

INCOME TAXES

Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying  amounts  of existing assets and liabilities and their respective tax
bases.    Deferred  tax  assets and liabilities are measured using enacted tax
rates expected to apply to taxable income in the years in which those
temporary  differences are expected to be recovered or settled.  The effect on
deferred  tax assets and liabilities of a change in tax rates is recognized in
income in the period that includes the enactment date.

SEPARATE ACCOUNTS

Separate  accounts  represent funds for which investment income and investment
gains  and  losses  accrue directly to the policyholders and contractholders. 
Each  account has specific investment objectives and the assets are carried at
market  value.   The assets of each account are legally segregated and are not
subject to claims which arise out of any other business of the Company.

Fair values of separate accounts assets were determined using the market value
of  the investments held in segregated fund accounts.  Fair values of separate
accounts  liabilities  were  determined using the cash surrender values of the
policyholder's and contractholder's account.

RECEIVABLES

Receivable balances approximate estimated fair values. This is based on
pertinent  information  available  to  management as of year end including the
financial condition and credit worthiness of the parties underlying the
receivables.  Changes  in  market  conditions subsequent to year end may cause
estimates of fair values to differ from the amounts presented herein.

ACCOUNTING CHANGES

The impact of implementation of SFAS No. 115 in 1994 was an increase in equity
of $74,866 at January 1, 1994.

<TABLE>

<CAPTION>
The table below presents the cumulative effect of changes, net of tax, in
accounting principles implemented in 1993 on after tax net income:

<S>                                                                       <C>       
SFAS No. 106, Accounting for Postretirement Benefits Other Than Pensions  $(4,006)
SFAS No. 109, Accounting for Income Taxes                                  30,881 
                                                                          --------

Total cumulative effect on after tax net income                           
     of changes in accounting principles                                  $26,875 
                                                                          ========
</TABLE>

ACCOUNTING PRONOUNCEMENTS TO BE ADOPTED

In  March 1995, the FASB issued SFAS No. 121, Accounting for the Impairment of
Long-Lived  Assets and for Long-Lived Assets to Be Disposed Of, which requires
impairment  losses to be recorded on long-lived assets used in operations when
indicators of impairment are present and the undiscounted cash flows estimated
to  be  generated  by those assets are less than the assets' carrying amount. 
SFAS    No.  121  also addresses the accounting for long-lived assets that are
expected  to be disposed of by a company.  The Company will adopt SFAS No. 121
in  the  first  quarter  of 1996 and, based on current circumstances, does not
believe the effect of adoption will be material.
<PAGE>



(2)  BUSINESS COMBINATION

On May 31, 1993, the Company acquired the majority of the assets and
liabilities  of Fidelity Union Life Insurance Company (FULICO), a wholly owned
subsidiary  of  AZOA,  through  an assumption reinsurance arrangement.  FULICO
remained  in  existence  retaining only its corporate charter and those assets
necessary  to  maintain its charter and licenses to conduct life insurance and
annuity business until it was sold in 1994.

The  Company accounted for this transaction as an "as-if pooling of interests"
involving the combination of entities under the common control of AZOA. 
Accordingly, all financial data for periods prior to May 31, 1993 were
restated to include the operations of FULICO and all intercompany transactions
were eliminated.

<TABLE>

<CAPTION>
Total  revenues  and net income, before adoption of any changes in accounting,
of the separate companies for the five-months ended May 31, 1993 were:

                                 Allianz Life   FULICO  Combined
                                 -------------  ------  --------
<S>                              <C>            <C>     <C>
Five-months ended May 31, 1993:
     Total revenue               $     309,159  78,814   387,973
      Net income                        19,224  12,944    32,168
</TABLE>


(3)  INVESTMENTS

<TABLE>

<CAPTION>
Investments at December 31, 1995 consist of:

                                                                               Amount
                                                       Amortized   Estimated  shown on
                                                          cost       fair      balance
                                                        or cost      value      sheet
                                                       ----------  ---------  ---------
<S>                                                    <C>         <C>        <C>
Fixed maturities - Available-for-sale:
    U.S. government                                    $  793,311    867,793    867,793
    States and political subdivisions                         469        481        481
    Foreign government                                    254,457    265,797    265,797
    Public utilities                                       32,100     36,728     36,728
    Corporate securities                                  709,906    747,609    747,609
    Mortgage backed securities                            516,538    548,182    548,182
    Collateralized mortgage obligations                    80,949     83,008     83,008
                                                       ----------  ---------  ---------

       Total fixed maturities                          $2,387,730  2,549,598  2,549,598
                                                       ----------  ---------  ---------
Equity securities - Available-for-sale:
    Common stocks:
       Public utilities                                     9,305     10,377     10,377
       Banks, trusts and insurance companies                6,305      7,108      7,108
       Industrial and miscellaneous                       171,163    221,002    221,002
    Nonredeemable preferred stocks                         14,835     15,971     15,971
                                                       ----------  ---------  ---------

       Total equity securities                         $  201,608    254,458    254,458
                                                       ----------  ---------  ---------
<PAGE>


Other investments:
    Mortgage loans on real estate                         203,128  XXXXXXXXX    203,128
    Real estate:
       Investment properties                                8,806  XXXXXXXXX      8,806
       Partnerships                                        11,975  XXXXXXXXX     11,975
    Certificates of deposit and short term securities      31,501  XXXXXXXXX     31,501
    Policy loans                                          104,184  XXXXXXXXX    104,184
    Other long term investments                               650  XXXXXXXXX        650
                                                       ----------  ---------  ---------

       Total other investments                         $  360,244  XXXXXXXXX    360,244
                                                       ----------  ---------  ---------

       Total investments                               $2,949,582  XXXXXXXXX  3,164,300
                                                       ==========  =========  =========
</TABLE>

<TABLE>

<CAPTION>
At December 31, 1995 and 1994, the amortized cost, gross unrealized gains, gross
unrealized losses and estimated fair values of marketable securities are as follows:

                                         Amortized     Gross       Gross     Estimated
                                            cost     unrealized  unrealized    fair
                                          or cost      gains       losses      value
                                         ----------  ----------  ----------  ---------
<S>                                      <C>         <C>         <C>         <C>
1995:
Available-for-sale:
    U.S. government                      $  793,311      74,482           0    867,793
    States and political subdivisions           469          12           0        481
    Foreign government                      254,457      11,613         273    265,797
    Public utilities                         32,100       4,628           0     36,728
    Corporate securities                    709,906      41,746       4,043    747,609
    Mortgage backed securities              516,538      31,644           0    548,182
    Collateralized mortgage obligations      80,949       2,751         692     83,008
                                         ----------  ----------  ----------  ---------
      Total fixed maturities              2,387,730     166,876       5,008  2,549,598
    Equity securities                       201,608      61,753       8,903    254,458
                                         ----------  ----------  ----------  ---------
      Total                              $2,589,338     228,629      13,911  2,804,056
                                         ==========  ==========  ==========  =========
1994:
Held-to maturity:
    Corporate securities                 $   90,615         110       5,166     85,559
                                         ----------  ----------  ----------  ---------
      Total held-to-maturity                 90,615         110       5,166     85,559
                                         ----------  ----------  ----------  ---------
Available-for-sale:
    U.S. government                         495,048          49      31,403    463,694
    States and political subdivisions           519           3          24        498
    Foreign government                       44,818         562       1,886     43,494
    Public utilities                         79,170       1,154         322     80,002
    Corporate securities                  1,099,623       7,034      63,790  1,042,867
    Mortgage backed securities              228,894           0       7,815    221,079
    Collateralized mortgage obligations      57,739           0       3,165     54,574
                                         ----------  ----------  ----------  ---------
      Total fixed maturities              2,005,811       8,802     108,405  1,906,208
    Equity securities                       127,048      18,556      13,892    131,712
                                         ----------  ----------  ----------  ---------
      Total available-for-sale            2,132,859      27,358     122,297  2,037,920
                                         ----------  ----------  ----------  ---------
      Total                              $2,223,474      27,468     127,463  2,123,479
                                         ==========  ==========  ==========  =========
</TABLE>
<PAGE>


The changes in unrealized gains (losses) on fixed maturities
available-for-sale  securities were $261,471 and $(214,245) and the changes in
unrealized  losses on held-to-maturity securities were $0 and $(8,783) for the
years ended December 31, 1995 and 1994, respectively.  The change in
unrealized gains from fixed maturities was $33,645 for the year ended December
31, 1993.

The  changes in unrealized gains (losses) in equity investments, which include
common  stocks  and nonredeemable preferred stocks, and other investments were
$48,186, $(9,587) and $(2,468) for the years ended December 31, 1995, 1994 and
1993, respectively.

<TABLE>

<CAPTION>
The  amortized  cost  and estimated fair value of fixed maturities at December
31,  1995,  by contractual maturity, are shown below. Expected maturities will
differ  from  contractual  maturities  because borrowers may have the right to
call or prepay obligations with or without call or prepayment penalties.

                                            Amortized   Estimated
                                               cost     fair value
                                            ----------  ----------
<S>                                         <C>         <C>
Available-for-sale:
    Due in one year or less                 $    3,494       3,552
    Due after one year through five years      282,290     295,698
    Due after five years through ten years   1,252,516   1,337,963
    Due after ten years                        251,943     281,195
    Mortgage backed securities                 597,487     631,190
                                            ----------  ----------

    Totals                                  $2,387,730   2,549,598
                                            ==========  ==========
</TABLE>

Gross gains of $41,962 and $26,848 and gross losses of $14,607 and $26,805
were realized on sales of available-for-sale securities in 1995 and 1994,
respectively; related taxes were $9,574 and $715 in 1995 and 1994,
respectively.  Proceeds from redemptions of held-to-maturity securities
during 1995 and 1994 were $7,022 and $4,342, respectively, with no gain
or loss realized on the transactions.  Proceeds from sales of fixed
maturity securities in 1993 were $666,893.  Gross gains of $25,229 and
gross losses of $2,102 were realized on sales of fixed maturities in 1993;
related taxes were $8,094.

<TABLE>

<CAPTION>
Net realized investment gains (losses) for the respective years ended December
31 are summarized as follows:

                                       1995     1994     1993
                                     --------  -------  -------
 <S>                                 <C>       <C>      <C>
Fixed maturities, at amortized cost  $     0        0   23,127 
Fixed maturities, at market           21,877   (2,712)       0 
Equity securities                      5,478    2,745    5,876 
Mortgage loans                          (687)  (1,667)    (189)
Real estate                            2,530    2,067     (513)
Other                                      4      396       17 
                                     --------  -------  -------
         Net gains before taxes       29,202      829   28,318 

<PAGE>

Tax expense on net realized gains     10,218      352   10,329 
                                     --------  -------  -------

         Net gains after taxes       $18,984      477   17,989 
                                     ========  =======  =======
</TABLE>

In 1995, in conjunction with an expanded marketing agreement, the Company
provided  an  unrelated  insurance  company with $30 million in exchange for a
fifteen year convertible debenture paying 5% interest for the first five years
with  the  interest  rate reset annually thereafter at the one-year LIBOR plus
1%.  If converted, the Company would obtain approximately 10% equity ownership
in the unrelated company.  The Company has no intention of converting the
debenture in the near term.

During 1995 and 1994, the Company entered into mortgage backed security
reverse repurchase transactions ("dollar rolls") with certain securities
dealers.  Under this program, the Company sells certain securities for
delivery in the current month and simultaneously contracts with the same
dealer  to  repurchase  similar,  but not identical, securities on a specified
future date.  The Company gives up the right to receive principal and interest
on the securities sold. As of December 31, 1995 there were no outstanding
amounts  under  the  Company's  dollar roll program.  As of December 31, 1994,
mortgage  backed securities underlying the agreements were carried at a market
value  of  $58,174  and  other liabilities included $58,150 for funds received
under these agreements.  Average balances outstanding were $67,735 and $66,110
and  weighted  average interest rates were 7.4% and 6.5% during 1995 and 1994,
respectively.

During  1995 and 1994 the Company participated in a securities lending program
that  is  administered  by Allianz Investment Corporation (AIC), an affiliated
company.  Under this program, the Company loans U.S. Treasury Notes to
qualified third parties.  The Company obtains collateral for the loan equal to
102  percent  of the estimated market value and accrued interest on the loaned
securities  and  receives a portion of the interest earned on the collateral. 
In  addition,  the  Company  maintains full ownership rights to the securities
loaned, including investment income and has the ability to sell the securities
while they are on loan with the consent of the borrower.  There were no
securities on loan at December 31, 1995.  As of December 31, 1994, the
estimated  market  value of the loaned securities was $110,063, collateralized
by investments in FNMA securities.

<TABLE>

<CAPTION>
Impaired mortgage loans are defined as those where it is probable that amounts
due according to contractual terms, including principal and interest, will not
be collected.  Impaired mortgage loans are measured by the Company at the fair
value  of  collateral.  Interest income on impaired mortgage loans is recorded
on a cash basis.  Below is a summary of impaired mortgage loans as of December
31, 1995.

                              Impaired          Impaired        Total
                           mortgage loans    mortgage loans    impaired
                           with a related   without a related  mortgage
                              allowance         allowance       loans
                           ---------------  -----------------  --------
<S>                        <C>              <C>                <C>
Balance                    $         9,210              8,541    17,751

Related allowance                    3,580                  -     3,580
                           ---------------  -----------------  --------

Balance, net of allowance  $         5,630              8,541    14,171
                           ===============  =================  ========
</TABLE>
<PAGE>


<TABLE>

<CAPTION>
Below is a summary of interest income on impaired mortgage loans.

                                                                      1995
                                                                     -------
<S>                                                                  <C>
Average impaired mortgage loans                                      $19,671

Total interest income on impaired mortgage loans                       1,100

Interest income on impaired mortgage loans recorded on a cash basis    1,100
</TABLE>

<TABLE>

<CAPTION>
The  valuation allowances at December 31, 1995, 1994 and 1993 and the changes in the
allowance for the years then ended are summarized as follows:

                                                     Writedowns
                             Beginning   Charged to  Charged to                End
                              of year    Operations  Allowance   Recoveries  of year
                             ----------  ----------  ----------  ----------  -------
<S>                          <C>         <C>         <C>         <C>         <C>
December 31, 1995:
  Mortgage loans             $   11,552         914           0       1,979   10,487
  Investment in real estate       1,550           0           0       1,550        0
                             ----------  ----------  ----------  ----------  -------
 Total valuation allowance   $   13,102         914           0       3,529   10,487
                             ==========  ==========  ==========  ==========  =======

December 31, 1994:
  Mortgage loans             $   11,552       1,598           0       1,598   11,552
  Investment in real estate       1,550           0           0           0    1,550
                             ----------  ----------  ----------  ----------  -------
Total valuation allowance    $   13,102       1,598           0       1,598   13,102
                             ==========  ==========  ==========  ==========  =======

December 31, 1993:
  Mortgage loans             $   13,602           0           0       2,050   11,552
  Investment in real estate       1,854         973           0       1,277    1,550
                             ----------  ----------  ----------  ----------  -------
Total valuation allowance    $   15,456         973           0       3,327   13,102
                             ==========  ==========  ==========  ==========  =======
</TABLE>

<TABLE>

<CAPTION>
Major categories of net investment income for the respective years ended
December 31 are:

                                           1995     1994     1993
                                         --------  -------  -------
 <S>                                     <C>       <C>      <C>
Interest:
    Fixed maturities, at amortized cost  $  6,284    6,966  142,814
    Fixed maturities, at market           158,421  141,611        0
    Mortgage loans                         16,125   13,706   12,764
    Policy loans                            6,688    6,329    6,404
    Short-term investments                  7,182    3,012    4,159
<PAGE>

Dividends:
    Preferred stock                           581      495      231
    Common stock                            3,204    2,673    2,496
Rental income on real estate                2,781    3,135    2,540
Interest on assets held by reinsurers      10,445   10,470   10,074
Other                                         833      577    1,131
                                         --------  -------  -------
         Total investment income          212,544  188,974  182,613

Investment expenses                        11,386    7,683    7,782
                                         --------  -------  -------

         Net investment income           $201,158  181,291  174,831
                                         ========  =======  =======
</TABLE>


(4)  SUMMARY TABLE OF FAIR VALUE DISCLOSURES

<TABLE>

<CAPTION>

                                                1995        1995        1994        1994
                                             ----------  ----------  ----------  ----------
                                              Carrying      Fair      Carrying      Fair
                                               Amount      Value       Amount      Value
                                             ----------  ----------  ----------  ----------
<S>                                          <C>         <C>         <C>         <C>
Financial assets
- -------------------------------------------                                                
    Fixed maturities, at amortized cost:
        Corporate securities                 $        0  $        0  $   90,615  $   85,559
    Fixed maturities, at market:
        U.S. Government                         867,793     867,793     463,694     463,694
        States and political subdivisions           481         481         498         498
        Foreign governments                     265,797     265,797      43,494      43,494
        Public utilities                         36,728      36,728      80,002      80,002
        Corporate securities                    747,609     747,609   1,042,867   1,042,867
        Mortgage backed securities              548,182     548,182     221,079     221,079
        Collateralized mortgage obligations      83,008      83,008      54,574      54,574
    Equity securities                           254,458     254,458     131,712     131,712
    Mortgage loans                              203,128     212,766     163,099     162,903
    Short term investments                       31,501      31,501     155,307     155,307
    Policy loans                                104,184     104,184     101,899     101,899
    Other long term investments                     650         650       1,117       1,117
    Receivables                                 124,700     124,700     111,874     111,874
    Separate accounts assets                  8,402,003   8,402,003   6,965,755   6,965,755

Financial liabilities
- -------------------------------------------                                                
    Investment contracts                      3,063,100   2,542,260   2,753,304   2,319,872
    Separate account liabilities              8,402,003   8,181,725   6,965,755   6,715,730
</TABLE>

See Note 1 "Summary of Significant Accounting Policies" for description of the
methods and significant assumptions used to estimate fair values.


(5)  RECEIVABLES

<TABLE>

<CAPTION>
<PAGE>

Receivables at December 31 consist of the following:

                                     1995     1994
                                   --------  -------
 <S>                               <C>       <C>
Premiums due                       $ 83,695   76,840
Agents balances                       7,236    7,299
Related party receivables               922    1,042
Reinsurance commission receivable    16,693   13,723
Scholarship enrollment fees           6,822    6,753
Due from administrators               6,149    2,735
Other                                 3,183    3,008
                                   --------  -------

    Total receivables              $124,700  111,400
                                   ========  =======
</TABLE>


(6)  ACCIDENT AND HEALTH CLAIMS RESERVES

Accident and health claims reserves are based on long-range projections
subject  to  uncertainty.   Uncertainty regarding reserves of a given accident
year  is  gradually  reduced  as new information emerges each succeeding year,
thereby allowing more reliable re-evaluations of such reserves.  While
management believes that reserves as of December 31, 1995 are adequate,
uncertainties  in  the  reserving process could cause such reserves to develop
favorably  or  unfavorably  in  the near term as new or additional information
emerges.    Any adjustments to reserves are reflected in the operating results
of  the periods in which they are made.  Movements in reserves which are small
relative to the amount of such reserves could significantly impact future
reported earnings of the Company.

<TABLE>

<CAPTION>
Activity  in  the  accident and health claims reserves, exclusive of long term
care,  hospital  indemnity and AIDS reserves of $18,858, $11,149 and $8,742 in
1995, 1994 and 1993, respectively, is summarized as follows:

                                                   1995       1994      1993
                                                 ---------  --------  --------
 <S>                                             <C>        <C>       <C>
Balance at January 1, net of reinsurance
   recoverables of $96,090, $86,551 and $91,303  $185,028   170,123   168,872 

Incurred related to:
   Current year                                   242,024   230,995   226,815 
   Prior years                                     (9,163)   (7,290)   (8,432)
                                                 ---------  --------  --------
Total incurred                                    232,861   223,705   218,383 
                                                 ---------  --------  --------

Paid related to:
   Current year                                   100,165    82,338    84,172 
   Prior years                                    125,920   126,462   132,960 
                                                 ---------  --------  --------
Total paid                                        226,085   208,800   217,132 
                                                 ---------  --------  --------

Balance at December 31, net of reinsurance
   recoverables of $99,292, $96,090 and $86,551  $191,804   185,028   170,123 
                                                 =========  ========  ========
</TABLE>

There were no significant adjustments to accident and health claim liabilities
resulting from changes in estimates of benefits related to prior years.
<PAGE>



(7)  REINSURANCE

In  the  normal course of business, the Company seeks to limit its exposure to
loss on any single insured and to recover a portion of benefits paid by ceding
risks  under excess coverage and coinsurance contracts.  The Company retains a
maximum of $1 million coverage per individual life.

Reinsurance contracts do not relieve the Company from its obligations to
policyholders.   Failure of reinsurers to honor their obligations could result
in losses to the Company; consequently, allowances are established for amounts
deemed  uncollectible.    The Company evaluates the financial condition of its
reinsurers and monitors concentrations of credit risk to minimize its exposure
to significant losses from reinsurer insolvencies.

Included in reinsurance receivables at December 31, 1995 are $873,724, $67,819
and $148,319 recoverable from insurers who, as of December 31, 1995, were
rated  A+, A+ and B++, respectively by Best's Insurance Reports.  A contingent
liability  exists  to  the  extent that the Company's reinsurers are unable to
meet their contractual obligations. Management is of the opinion that no
liability will accrue to the Company with respect to this contingency.

<TABLE>

<CAPTION>
Life insurance, annuities and accident and health business assumed from and ceded to other
companies is as follows:

                                                                                  Percentage
                                                Assumed      Ceded                 of amount
                                     Gross     from other  to other      Net        assumed
Year ended                          amount     companies   companies    amount      to net
- --------------------------------  -----------  ----------  ---------  ----------  -----------
<S>                               <C>          <C>         <C>        <C>         <C>
December 31, 1995:
Life insurance In force           $39,601,531  28,790,199  6,884,645  61,507,085        46.8%
                                  -----------  ----------  ---------  ----------  -----------
Premiums:
   Life insurance                     242,704     108,102     40,291     310,515        34.8%
   Annuities                          145,994       1,117     10,376     136,735         0.8%
   Accident and health insurance      361,290     165,769    172,559     354,500        46.8%
                                  -----------  ----------  ---------  ----------  -----------
     Total premiums                   749,988     274,988    223,226     801,750        34.3%
                                  ===========  ==========  =========  ==========  ===========
December 31, 1994:
Life insurance In force           $39,789,859  24,411,513  6,893,030  57,308,342        42.6%
                                  -----------  ----------  ---------  ----------  -----------
Premiums:
   Life insurance                     230,241      96,308     35,578     290,971        33.1%
   Annuities                          119,045       1,195      6,806     113,434         1.1%
   Accident and health insurance      388,759     158,749    201,824     345,684        45.9%
                                  -----------  ----------  ---------  ----------  -----------
     Total premiums                   738,045     256,252    244,208     750,089        34.2%
                                  ===========  ==========  =========  ==========  ===========
December 31, 1993:
Life insurance In force           $39,784,564  21,861,833  6,297,943  55,348,454        39.5%
                                  -----------  ----------  ---------  ----------  -----------
Premiums:
   Life insurance                     220,287      85,433     42,323     263,397        32.4%
   Annuities                           68,713         870      6,633      62,950         1.4%
   Accident and health insurance      365,894     142,891    153,948     354,837        40.3%
                                  -----------  ----------  ---------  ----------  -----------
     Total premiums                   654,894     229,194    202,904     681,184        33.6%
                                  ===========  ==========  =========  ==========  ===========
</TABLE>
<PAGE>


Of  the  amounts  ceded to others, the Company ceded life insurance inforce of
$182,638,  $86,055  and $30,841 in 1995, 1994 and 1993, respectively, and life
insurance premiums earned of $641, $203 and $98 in 1995, 1994 and 1993,
respectively,  to  its ultimate parent Allianz Aktiengesellshaft.  The Company
also ceded accident and health premiums earned to Allianz Aktiengesellshaft of
$(7,520), $12,256 and $8,966 in 1995, 1994 and 1993.

In addition to the above transactions, the Company ceded a portion of its
mortality risk associated with the variable annuity product to Allianz
Aktiengesellshaft.  The Company recorded a recoverable on future policy
benefit reserves of $930 as of December 31, 1995.


(8)  INCOME TAXES

INCOME TAX EXPENSE

<TABLE>

<CAPTION>
Total income tax expense (benefit) for the years ended December 31 are as follows:

                                                                  1995      1994      1993
                                                                --------  --------  --------
 <S>                                                            <C>       <C>       <C>
Income tax expense attributable to operations:
   Current tax expenses                                         $ 12,993    5,098    30,215 
                                                                --------  --------  --------

   Deferred tax (benefit) expense                                 25,772   16,053   (10,847)
   Benefit of operating loss carryforwards                             0        0     3,406 
   Adjustment of deferred tax assets and
      liabilities for enacted change in tax rates                      0        0       945 
                                                                --------  --------  --------

      Total deferred tax (benefit) expense                        25,772   16,053    (6,496)
                                                                --------  --------  --------

Total income tax expense attributable to operations               38,765   21,151    23,719 

Income tax effect on equity:
   Income tax allocated to cumulative effect of
      adoption of SFAS No. 106                                         0        0    (2,064)
   Income tax allocated to stockholder's equity:
      Adoption of SFAS No. 115                                         0   40,312         0 
      Attributable to unrealized gains and losses for the year   108,559  (79,201)       62 
                                                                --------  --------  --------

Total income tax effect on equity                               $147,324  (17,738)   21,717 
                                                                ========  ========  ========
</TABLE>

COMPONENTS OF INCOME TAX EXPENSE

<TABLE>

<CAPTION>
Income tax expense computed at the statutory rate of 35% in 1995, 1994 and 1993,
varies  from  tax  expense  reported in the Consolidated Statements of Income for the
respective years ended December 31 as follows:

<PAGE>

                                                             1995     1994     1993
                                                           --------  -------  -------
  <S>                                                      <C>       <C>      <C>
Income tax expense computed at the statutory rate          $44,087   26,819   28,125 
Dividends received deductions and tax-exempt interest       (5,430)  (3,967)  (2,189)
Foreign tax                                                   (464)     (79)  (1,324)
Interest on tax deficiency                                     408     (716)     528 
Impact of statutory rate change on deferred tax liability        0        0      945 
Utilization of net operating loss and alternative
     minimum tax credits                                         0        0   (2,549)
Other                                                          164     (906)     183 
                                                           --------  -------  -------

         Income tax expense as reported                    $38,765   21,151   23,719 
                                                           ========  =======  =======
</TABLE>

COMPONENTS OF DEFERRED TAX ASSETS AND LIABILITIES ON THE BALANCE SHEET

<TABLE>

<CAPTION>
Tax  effects  of  temporary differences giving rise to the significant components of the
net deferred tax liability at December 31 are as follows:

                                                                         1995     1994
                                                                       --------  -------
 <S>                                                                   <C>       <C>
Deferred tax assets:
    Provision for post retirement benefits                             $  1,936    1,885
    Allowance for uncollectible accounts                                  2,283    2,961
    Policy reserves                                                     175,963  188,602
    Unrealized losses on investments in available for sale securities         0   35,584
                                                                       --------  -------
        Total deferred tax assets                                       180,182  229,032
                                                                       --------  -------

Deferred tax liabilities:
    Deferred acquisition costs                                          234,393  229,577
    Net unrealized gain                                                  72,975        0
    Other                                                                12,988    5,262
                                                                       --------  -------
        Total deferred tax liabilities                                  320,356  234,839
                                                                       --------  -------

Net deferred tax liability                                             $140,174    5,807
                                                                       ========  =======
</TABLE>

Although  realization is not assured, the Company believes it is not necessary
to  establish  a  valuation allowance for the deferred tax asset as it is more
likely  than  not  the deferred tax asset will be realized principally through
future  reversals of existing taxable temporary differences and future taxable
income.   The amount of the deferred tax asset considered realizable, however,
could be reduced in the near term if estimates of future reversals of existing
taxable temporary differences and future taxable income are reduced.

As of December 31, 1995, the Company had no tax loss carryforwards or
alternative minimum tax credits.

The  Company  files a consolidated federal income tax return with AZOA and all
of  its  wholly  owned subsidiaries. The consolidated tax allocation agreement
stipulates  that  each company participating in the return will bear its share
of the tax liability pursuant to United States Treasury Department
regulations.    The  Company  and each of its insurance subsidiaries generally
will be paid for the tax benefit on their losses, and any other tax
attributes,  to  the  extent  they could have obtained a benefit against their
<PAGE>

post-1990  separate  return  taxable  income or tax.  Income taxes paid by the
Company were $14,865, $15,162 and $28,465 in 1995, 1994 and 1993,
respectively.  At December 31, 1995 and 1994 the Company has a tax recoverable
from  AZOA of $3,257 and $5,095 and a recoverable from Revenue Canada Taxation
of $690 and a payable to Revenue Canada Taxation of $1,301, respectively.


(9)  RELATED PARTY TRANSACTIONS

In  November  1995,  the Company purchased the 400 non-voting common shares in
its subsidiary, Canadian American Financial Corporation from AZOA for $7,903. 
The acquisition of the shares increased the Company's equity ownership in both
voting and non-voting common stock  to 100%.

As  of  December 31, 1995 and 1994, Allianz Real Estate (AzRE), a wholly owned
subsidiary of AZOA, owned 100% of the stock or was a limited partner of
certain  entities  whose  assets  include mortgage loans issued by the Company
amounting to $6,245 and $12,100, respectively.  Included in the mortgage loans
are properties originally foreclosed upon by the Company of which the balances
at December 31, 1995 and 1994 are $1,650 and $4,575, respectively.

Allianz Investment Corporation (AIC) manages the Company's investment
portfolio.    The Company paid AIC $1,024, $1,285 and $1,207 in 1995, 1994 and
1993,  respectively, for investment advisory fees.  The Company's liability to
AIC was $377 and $0 at December 31, 1995 and 1994, respectively.

The  Company  shares a data center with affiliated insurance companies.  Usage
charges  paid to the data center by the Company were $3,752, $4,228 and $4,715
in 1995, 1994 and 1993, respectively.  The Company's liability for data center
charges was $337 and $457 at December 31, 1995 and 1994, respectively.

The Company reimbursed AZOA $738, $817 and $339 in 1995, 1994 and 1993,
respectively,  for  certain  administrative services performed.  The Company's
liability to AZOA was $528 and $264 at December 31, 1995 and 1994,
respectively.

In  June  1994,  the  Company authorized 200 million shares of preferred stock
with  a par value of $1 per share.  This preferred stock is issuable in series
with  the  number of shares, redemption rights and dividend rate designated by
the  Board  of  Directors for each series.  Dividends are cumulative at a rate
reflective  of  prevailing  market conditions at time of issue and are payable
semiannually.  Dividend payments are restricted by provisions in State of
Minnesota  statutes.  In  June  1994, the Company issued 25 millions shares of
Series A preferred stock with a dividend rate of 6.4% to AZOA for $25,000.  In
December  1994,  the  Company  issued 15 millions shares of Series B preferred
stock  with  a  dividend rate of 6.95% to AZOA for $15,000.  In December 1995,
the  Company redeemed and canceled the 15 million shares of Series B preferred
stock issued to AZOA.  There are currently 25 million shares of Series A
preferred stock issued and outstanding.

In  1995  and 1994, AZOA contributed additional capital to the Company of $594
and $5,190, respectively.


(10)  EMPLOYEE BENEFIT PLANS

The Company participates in the Allianz Primary Retirement Plan (Primary
Retirement Plan), a defined contribution plan.  The Company makes
contributions to a money purchase pension plan on behalf of eligible
participants.  All employees, excluding agents, are eligible to participate in
the  Primary Retirement Plan after two years of service. The contributions are
based  on a percentage of the participant's salary with the participants being
100% vested upon eligibility. It is the Company's policy to fund the plan
costs  as  accrued.  Total pension contributions were $860, $918 and $1,363 in
1995, 1994 and 1993, respectively.

<PAGE>

The Company participates in the Allianz Asset Accumulation Plan (Allianz
Plan),  a  defined contribution plan sponsored by AZOA. Under the Allianz Plan
provisions,  the  Company  will  match from 50% to 100% of eligible employees'
contributions up to a maximum of 6% of a participant's compensation.  The
total  Company  match for 1995, 1994 and 1993 Plan participants was 100%.  All
employees,  excluding  agents,  are  eligible to participate after one year of
service and are fully vested in the Company's matching contribution after
three  years  of service. The Allianz Plan will accept participants' pretax or
after-tax contributions up to 15% of the participant's compensation. It is the
Company's  policy  to  fund the Allianz Plan costs as accrued. The Company has
accrued $1,188, $1,266 and $1,270 in 1995, 1994 and 1993, respectively, toward
planned contributions.

The  Company  sponsors an asset accumulation plan for field agents.  Under the
Plan provisions, the Company will match 100% of eligible agents' contributions
up to a maximum of 3% of a participant's compensation. The Plan accepts
participant's  pretax  or  after  tax contributions up to 10% of participant's
compensation.  It  is the Company's policy to fund the Plan costs as accrued. 
In 1995, the Company discontinued support of its individual agency field force
and  suspended  contributions  to the Plan as of January 1, 1996.  Also during
1995, participation in the Plan decreased significantly resulting in a partial
plan termination whereby participants as of January 1, 1995 became fully
vested  in the Plan.  The Company has no intention to fully terminate the Plan
in the near term.  Total Company contributions to the Plan were $118, $386 and
$319 in 1995, 1994 and 1993, respectively.

The  Company  adopted  SFAS  No. 106, effective January 1, 1993 which requires
benefits  paid  to  retirees, other than pension benefits, to be accrued.  The
transition  obligation  associated with this adoption was $4,006, which is net
of  a $2,064 tax benefit.  The Company's current plan obligation is $5,532 and
the  liability  is included in "Other liabilities" in the accompanying balance
sheet.


(11)  STATUTORY FINANCIAL DATA AND DIVIDEND RESTRICTIONS

Statutory  accounting  is  directed  toward insurer solvency and protection of
policyholders.    Accordingly,  certain items recorded in financial statements
prepared under GAAP are excluded in determining statutory policyholders'
surplus.  These items include, among other, deferred acquisition costs,
furniture and fixtures, accident and health premiums receivable which are more
than 90 days past due, deferred taxes and undeclared dividends to
policyholders.   Additionally, future life policy and annuity benefit reserves
calculated for statutory accounting do not include provisions for withdrawals.

<TABLE>

<CAPTION>
The differences between stockholder's equity and net income reported in accordance with statutory
accounting  practices  and  the accompanying consolidated financial statements as of and for the year ended
December 31 are as follows:

                                             Stockholder's   Stockholder's     Net        Net        Net
                                                equity           equity       Income    Income     Income
                                            ---------------  --------------  --------  ---------  ---------
                                                 1995             1994         1995      1994       1993
                                            ---------------  --------------  --------  ---------  ---------
<S>                                         <C>              <C>             <C>       <C>        <C>
Statutory basis                             $      299,186         294,334    11,565      6,895        657 
Adjustments:
  Change in reserve basis                         (211,678)       (339,283)  (43,642)  (109,473)  (138,864)
  Deferred acquisition costs                       826,994         798,442    28,552    132,090    253,240 
  Net deferred taxes                              (140,174)         (5,807)  (25,772)   (16,053)     6,496 
  Statutory asset valuation reserve                100,462          59,169         0          0          0 
  Statutory interest maintenance reserve            25,061          16,305     8,756     (4,768)    11,178 
  Modified coinsurance reinsurance                (119,178)        (51,947)  104,222     44,920    (75,611)
<PAGE>

  Unrealized gains (losses) on investments         163,237         (99,408)        0          0          0 
  Nonadmitted assets                                 1,471           2,302         0          0          0 
  Cumulative effect of accounting changes                0               0         0          0     26,875 
  Other                                              5,813           5,338     3,516      1,864       (461)
                                            ---------------  --------------  --------  ---------  ---------

   As reported in the accompanying
    consolidated financial statements       $      951,194         679,445    87,197     55,475     83,510 
                                            ===============  ==============  ========  =========  =========
</TABLE>

The Company is required to meet minimum statutory capital and surplus
requirements.  The  Company's statutory capital and surplus as of December 31,
1995  and  1994 was in compliance with these requirements.  The maximum amount
of dividends which can be paid by Minnesota insurance companies to
stockholders without prior approval of the Commissioner of Commerce is subject
to restrictions relating to statutory earned surplus, also known as unassigned
funds.  Unassigned funds are determined in accordance with the accounting
procedures and practices governing preparation of the statutory annual
statement, minus 25% of earned surplus attributable to unrealized capital
gains.  In accordance with Minnesota Statutes, the Company may declare and pay
from  its  surplus,  cash dividends of not more than the greater of 10% of its
beginning of the year statutory surplus in any year, or the net gain from
operations of the insurer, not including realized gains, for the 12-month
period ending the 31st day of the next preceding year. In 1995 and 1994,
respectively,  the  Company paid dividends on preferred stock in the amount of
$2,651  and $413, respectively to AZOA.  Dividends of $23,433 could be paid in
1996 without prior approval of the Commissioner of Commerce.

REGULATORY RISK BASED CAPITAL

<TABLE>

<CAPTION>
An insurance enterprise's state of domicile imposes minimum risk-based capital
requirements that were developed by the National Association of Insurance
Commissioners  (NAIC).   The formulas for determining the amount of risk-based
capital specify various weighting factors that are applied to financial
balances or various levels of activity based on the perceived degree of risk. 
Regulatory  compliance  is determined by a ratio of an enterprise's regulatory
total  adjusted capital to its authorized control level risk-based capital, as
defined  by  the NAIC.  Enterprises below specific triggerpoints or ratios are
classified  within certain levels, each of which requires specified corrective
action.  The levels and ratios are as follows:

                           Ratio of total adjusted capital to
                          authorized control level risk-based
Regulatory Event            Capital (less than or equal to)
- ------------------------  ------------------------------------
<S>                       <C>
Company action level         2 (or 2.5 with negative trends)
Regulatory action level                    1.5
Authorized control level                    1
Mandatory control level                    0.7
</TABLE>

The Company met the minimum risk-based capital requirements for the years
ended December 31, 1995 and 1994.

<PAGE>

PERMITTED STATUTORY ACCOUNTING PRACTICES

The  Company  is  required to file annual statements with insurance regulatory
authorities  which are prepared on an accounting basis prescribed or permitted
by  such  authorities.    Currently, prescribed statutory accounting practices
include  state laws, regulations, and general administrative rules, as well as
a variety of publications of the NAIC.  Permitted statutory accounting
practices  encompass  all  accounting  practices that are not prescribed; such
practices differ from state to state, may differ from company to company
within a state, and may change in the future.  The NAIC currently has a
project underway to codify statutory accounting practices, the result of which
is expected to constitute the only source of "prescribed" statutory accounting
practices.    Accordingly,  that  project will likely change the definition of
what comprises prescribed versus permitted statutory accounting practices, and
may  result  in  changes to existing accounting policies insurance enterprises
use  to  prepare  their  statutory financial statements.  The Company does not
currently use permitted statutory accounting practices which have a
significant impact on its statutory financial statements.


(12)  COMMITMENTS AND CONTINGENCIES

The Company and its subsidiaries are involved in various pending or threatened
legal  proceedings arising from the conduct of their business.  In the opinion
of management, the ultimate resolution of such litigation will not have a
material adverse effect on the consolidated financial position of the Company.

The Company is contingently liable for possible future assessments under
regulatory requirements pertaining to insolvencies and impairments of
unaffiliated  insurance  companies.    Provision has been made for assessments
currently received and assessments anticipated for known insolvencies.


(13)  FOREIGN CURRENCY TRANSLATION

<TABLE>

<CAPTION>
The net assets of the Company's foreign operations are translated into U.S.
dollars  using exchange rates in effect at each year end.  Translation adjustments
arising  from  differences in exchange rates from period to period are included in
the  accumulated  foreign  currency  translation adjustment reported as a separate
component of stockholder's equity.  An analysis of this account for the respective
years ended December 31 follows:

                                                          1995     1994     1993
                                                        --------  -------  -------
  <S>                                                   <C>       <C>      <C>
Beginning amount of cumulative translation adjustments  $(3,787)  (2,708)  (1,835)
                                                        --------  -------  -------

Aggregate adjustment for the period resulting from
    translation adjustments                                 511   (1,659)  (1,746)
Amount of income tax benefit for period related to
    aggregate adjustment                                   (179)     580      873 
                                                        --------  -------  -------
    Net aggregate translation included in equity            332   (1,079)    (873)
                                                        --------  -------  -------

Ending amount of cumulative translation adjustments     $(3,455)  (3,787)  (2,708)
                                                        ========  =======  =======

Canadian foreign exchange rate at end of year            0.7329   0.7129   0.7554 
</TABLE>


<PAGE>

(14)  SUPPLEMENTARY INSURANCE INFORMATION

<TABLE>

<CAPTION>
The following table summarizes certain financial information by line of business for 1995, 1994 and 1993:

                As         of      December     31        For       the      year       ended    December      31
             ---------  ---------  --------  --------  ---------  -------  ---------  ---------  ---------  ---------
                                                                                      Amortiz-
                         Future                         Premium            Benefits,    ation
                         policy               Other     revenue             claims       of
             Deferred   benefits,             policy      and               losses,   deferred
              policy     losses,              claims     other      Net       and      policy
              acquis-    claims                and     contract   invest-   settle-    acquis-     Other    Premiums
               ition    and loss   Unearned  benefits  consider-   ment      ment       ition    operating   written
               costs     expense   premiums  payable    ations    income   expenses   costs (a)  expenses      (b)
             ---------  ---------  --------  --------  ---------  -------  ---------  ---------  ---------  ---------
<S>          <C>        <C>        <C>       <C>       <C>        <C>      <C>        <C>        <C>        <C>
1995:
Life         $ 179,915  1,088,964     5,493    62,660    310,514   83,741    239,287     8,475     124,415
Annuities      629,515  2,601,943         0       580    136,736   98,214     89,321   (34,235)    137,000
Accident
 and health     17,564          0    28,688   308,658    354,500   19,203    249,232    (2,792)    105,615
             ---------  ---------  --------  --------  ---------  -------  ---------  ---------  ---------           

             $ 826,994  3,690,907    34,181   371,898    801,750  201,158    577,840   (28,552)    367,030
             =========  =========  ========  ========  =========  =======  =========  =========  =========           

1994:
Life         $ 188,390  1,022,537     6,012    63,728    290,971   78,100    228,383     6,889     114,767
Annuities      595,280  2,304,560         0       360    113,434   86,168     88,100  (140,776)    210,933
Accident
 and health     14,772          0    34,364   291,323    345,684   17,023    236,614     1,797     121,645
             ---------  ---------  --------  --------  ---------  -------  ---------  ---------  ---------           

             $ 798,442  3,327,097    40,376   355,411    750,089  181,291    553,097  (132,090)    447,345
             =========  =========  ========  ========  =========  =======  =========  =========  =========           

1993:
Life         $ 195,279    989,309     7,389    57,763    263,397   80,422    206,157   (10,925)    186,457
Annuities      454,504  1,986,801         0       578     62,950   78,674     86,227  (243,113)    191,783
Accident
 and health     16,569          0    34,181   264,583    354,837   15,735    241,443       804     154,493
             ---------  ---------  --------  --------  ---------  -------  ---------  ---------  ---------           

             $ 666,352  2,976,110    41,570   322,924    681,184  174,831    533,827  (253,234)    532,733
             =========  =========  ========  ========  =========  =======  =========  =========  =========           
</TABLE>

(a)  Represents the net change in deferred policy acquisition cost reported in
     the income statement.

(b)  Premiums written are not applicable for life insurance companies.
<PAGE>


                                  APPENDIX A

                        ILLUSTRATION OF POLICY VALUES

     The following tables illustrate how Policy Account values,  Cash Values and
death  benefits  of a  Policy  change  with  the  investment  experience  of the
Sub-Accounts.  The illustrations are hypothetical and may not be used to project
or predict investment results.  The Policy Account values, Cash Values and death
benefits in the tables take into account all charges and deductions  against the
Policy.  These tables assume that the cost of insurance rates for the Policy are
based on the current and guaranteed  rates  appropriate to the class  indicated.
These tables also assume that a level annual  premium of $1,200 was paid.  These
tables all assume that the Insured is in the most  favorable  male risk  status,
i.e.,  Non-Smoker.  For Insureds who are  classified as Smoker or less favorable
risk status,  the cost of insurance  will be greater and thus Policy values will
be less given the same assumed  hypothetical  gross annual  investment  rates of
return.  The  cost of  insurance  will be less and thus  Policy  values  will be
greater for female Insureds of comparable risk status.  Some states require that
the Policies contain tables based upon unisex rates.

     Gross investment  returns of 0%, 6% and 12% are assumed to be level for all
years shown.  The values would be different if the rates of return  averaged 0%,
6% and 12% over the  period  of years  but  fluctuated  above  and  below  those
averages during individual years.

     The values  shown  reflect the fact that the net  investment  return of the
Sub-Accounts is lower than the gross investment return on the assets held in the
Funds  because  of the  charges  levied  against  the  Sub-Accounts.  The  daily
investment  advisory fee is assumed to be  equivalent to an annual rate of 0.69%
of the net  assets  of the  Funds of the  Trust  (which  is the  average  of the
investment  advisory  fees  assessed the Trust in 1995  weighted by  Sub-Account
value as of  12/31/95).  The values also assume that each Fund of the Trust will
incur expenses  annually which are assumed to be 0.06% of the average net assets
of the Fund.  This is the average in 1995  weighted by  Sub-Account  value as of
12/31/95. The Sub-Accounts will be assessed for mortality and expense risks at a
guaranteed annual rate not to exceed 0.90% (the current annual rate is 0.60%) of
the average daily net assets of the Sub-Account and for administrative  expenses
at an annual rate of 0.15% of the average  daily net assets of the  Sub-Account.
After taking these  expenses and charges  into  consideration,  the  illustrated
gross annual  investment  rates of 0%, 6% and 12% are equivalent to net rates of
- -1.49%, 4.42% and 10.33%.

     The Company  deducts an insurance  risk premium for a Policy Month from the
Policy  Account  values.  The  insurance  risk  premium rate is based on the sex
(where permitted by state law), attained age and rate class of the Insured.

     Upon request, the Company will provide a comparable illustration based upon
the  attained  age,  sex  (where  permitted  by state law) and rate class of the
proposed Insured and for the face amount or premium requested.

<PAGE>

               ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
                           VARIABLE UNIVERSAL LIFE


PREPARED FOR:  CLIENT                         INITIAL DEATH BENEFIT:  $100,000
ISSUE AGE:  35, NON-SMOKER                          ANNUAL PREMIUM:  $1,200.00
SEX:  MALE                                    INITIAL DEATH BENEFIT OPTION:  A

<TABLE>

<CAPTION>
                                    CURRENT VALUES

                             VALUES   PROJECTED   AT 0.00%
                             -------  ---------  ----------
END                 ACCUM
OF        ANNUAL   @ 5.00%   POLICY   NET CASH   NET DEATH
YR.  AGE  PREMIUM  PREMIUM   ACCOUNT    VALUE     BENEFIT
- ---  ---  -------  --------  -------  ---------  ----------
<S>  <C>  <C>      <C>       <C>      <C>        <C>
1     35    1,200    1,260       757         35     100,000
2     36    1,200    2,583     1,674        892     100,000
3     37    1,200    3,972     2,571      1,730     100,000
4     38    1,200    5,431     3,451      2,599     100,000
5     39    1,200    6,962     4,311      3,491     100,000

6     40    1,200    8,570     5,150      4,379     100,000
7     41    1,200   10,259     5,976      5,256     100,000
8     42    1,200   12,032     6,782      6,112     100,000
9     43    1,200   13,893     7,571      6,983     100,000
10    44    1,200   15,848     8,344      7,838     100,000

15    49    1,200   27,189    11,878     11,878     100,000
20    54    1,200   41,633    14,589     14,589     100,000
25    59    1,200   60,136    16,575     16,575     100,000
30    64    1,200   83,713    16,742     16,742     100,000
35    69    1,200  113,804    13,754     13,754     100,000

</TABLE>

<TABLE>

<CAPTION>
                                    CURRENT VALUES

                             VALUES   PROJECTED   AT 6.00%
                             -------  ---------  ----------
END                 ACCUM
OF        ANNUAL   @ 5.00%   POLICY   NET CASH   NET DEATH
YR.  AGE  PREMIUM  PREMIUM   ACCOUNT    VALUE     BENEFIT
- ---  ---  -------  --------  -------  ---------  ----------
<S>  <C>  <C>      <C>       <C>      <C>        <C>
1     35    1,200    1,260       813         91     100,000
2     36    1,200    2,583     1,839      1,058     100,000
3     37    1,200    3,972     2,906      2,064     100,000
4     38    1,200    5,431     4,014      3,162     100,000
5     39    1,200    6,962     5,167      4,346     100,000

6     40    1,200    8,570     6,361      5,590     100,000
7     41    1,200   10,259     7,609      6,889     100,000
8     42    1,200   12,032     8,905      8,235     100,000
9     43    1,200   13,893    10,255      9,667     100,000
10    44    1,200   15,848    11,662     11,156     100,000

15    49    1,200   27,189    19,549     19,549     100,000
20    54    1,200   41,633    28,863     28,863     100,000
25    59    1,200   60,136    40,923     40,923     100,000
30    64    1,200   83,713    55,606     55,606     100,000
35    69    1,200  113,804    73,953     73,953     100,000

</TABLE>

<TABLE>

<CAPTION>
                                    CURRENT VALUES

                             VALUES   PROJECTED  AT 12.00%
                             -------  ---------  ----------
END                 ACCUM
OF        ANNUAL   @ 5.00%   POLICY   NET CASH   NET DEATH
YR.  AGE  PREMIUM  PREMIUM   ACCOUNT    VALUE     BENEFIT
- ---  ---  -------  --------  -------  ---------  ----------
<S>  <C>  <C>      <C>       <C>      <C>        <C>
1     35    1,200    1,260       870        148     100,000
2     36    1,200    2,583     2,012      1,230     100,000
3     37    1,200    3,972     3,268      2,426     100,000
4     38    1,200    5,431     4,648      3,796     100,000
5     39    1,200    6,962     6,166      5,346     100,000

6     40    1,200    8,570     7,833      7,062     100,000
7     41    1,200   10,259     9,674      8,954     100,000
8     42    1,200   12,032    11,700     11,029     100,000
9     43    1,200   13,893    13,933     13,345     100,000
10    44    1,200   15,848    16,397     15,891     100,000

15    49    1,200   27,189    33,037     33,037     100,000
20    54    1,200   41,633    60,110     60,110     100,000
25    59    1,200   60,136   107,474    107,474     144,015
30    64    1,200   83,713   186,157    186,157     227,112
35    69    1,200  113,804   316,137    316,137     366,719

</TABLE>

     CURRENT VALUES ARE BASED ON PROJECTED  INTEREST RATES AND CURRENT  EXPENSES
     AND COST OF INSURANCE  CHARGES NOW IN EFFECT,  WHICH ARE SUBJECT TO CHANGE.
     THE CURRENT  MONTHLY  EXPENSE  CHARGES  ARE $20.00 PER MONTH IN YEAR 1 AND
     $5.00 PER MONTH THEREAFTER.

   
     IT IS EMPHASIZED THAT THE HYPOTHETICAL  INVESTMENT RATES OF RETURN SHOWN IN
THIS   ILLUSTRATION   ARE   ILLUSTRATIVE   ONLY  AND  SHOULD  NOT  BE  DEEMED  A
REPRESENTATION  OF PAST OR FUTURE  INVESTMENT  RATES OF RETURN.  ACTUAL RATES OF
RETURN MAY BE MORE OR LESS THAN  THOSE  SHOWN AND WILL  DEPEND  UPON A NUMBER OF
FACTORS,  INCLUDING THE  INVESTMENT  ALLOCATIONS  MADE BY THE OWNER,  PREVAILING
INTEREST  RATES AND RATES OF  INFLATION.  THE DEATH BENEFIT AND CASH VALUE FOR A
POLICY WOULD BE  DIFFERENT  THAN THOSE SHOWN IF THE ACTUAL  INVESTMENT  RATES OF
RETURN AVERAGED 0%, 6% AND 12% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE
OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS. NO  REPRESENTATIONS  CAN BE
MADE BY THE COMPANY OR THE TRUST THAT THESE  HYPOTHETICAL RATES OF RETURN CAN BE
ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER A PERIOD OF TIME.
    


               ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
                           VARIABLE UNIVERSAL LIFE


PREPARED FOR:  CLIENT                         INITIAL DEATH BENEFIT:  $100,000
ISSUE AGE:  35, NON-SMOKER                          ANNUAL PREMIUM:  $1,200.00
SEX:  MALE                                    INITIAL DEATH BENEFIT OPTION:  A

<TABLE>

<CAPTION>
                                   GUARANTEED VALUES

                             VALUES   PROJECTED   AT 0.00%
                             -------  ---------  ----------
END                 ACCUM
OF        ANNUAL   @ 5.00%   POLICY   NET CASH   NET DEATH
YR.  AGE  PREMIUM  PREMIUM   ACCOUNT    VALUE     BENEFIT
- ---  ---  -------  --------  -------  ---------  ----------
<S>  <C>  <C>      <C>       <C>      <C>        <C>
1     35    1,200    1,260       747         25     100,000
2     36    1,200    2,583     1,601        819     100,000
3     37    1,200    3,972     2,429      1,587     100,000
4     38    1,200    5,431     3,233      2,381     100,000
5     39    1,200    6,962     4,013      3,192     100,000

6     40    1,200    8,570     4,758      3,987     100,000
7     41    1,200   10,259     5,480      4,759     100,000
8     42    1,200   12,032     6,169      5,498     100,000
9     43    1,200   13,893     6,825      6,237     100,000
10    44    1,200   15,848     7,450      6,944     100,000

15    49    1,200   27,189    10,081     10,081     100,000
20    54    1,200   41,633    11,601     11,601     100,000
25    59    1,200   60,136    11,383     11,383     100,000
30    64    1,200   83,713     8,308      8,308     100,000
35    69    1,200  113,804         0          0           0

</TABLE>

<TABLE>

<CAPTION>
                                    GUARANTEED VALUES

                             VALUES   PROJECTED   AT 6.00%
                             -------  ---------  ----------
END                 ACCUM
OF        ANNUAL   @ 5.00%   POLICY   NET CASH   NET DEATH
YR.  AGE  PREMIUM  PREMIUM   ACCOUNT    VALUE     BENEFIT
- ---  ---  -------  --------  -------  ---------  ----------
<S>  <C>  <C>      <C>       <C>      <C>        <C>
1     35    1,200    1,260       803         81     100,000
2     36    1,200    2,583     1,763        981     100,000
3     37    1,200    3,972     2,752      1,911     100,000
4     38    1,200    5,431     3,773      2,921     100,000
5     39    1,200    6,962     4,826      4,005     100,000

6     40    1,200    8,570     5,901      5,130     100,000
7     41    1,200   10,259     7,012      6,291     100,000
8     42    1,200   12,032     8,149      7,478     100,000
9     43    1,200   13,893     9,313      8,725     100,000
10    44    1,200   15,848    10,507     10,001     100,000

15    49    1,200   27,189    16,948     16,948     100,000
20    54    1,200   41,633    24,033     24,033     100,000
25    59    1,200   60,136    31,427     31,427     100,000
30    64    1,200   83,713    38,577     38,577     100,000
35    69    1,200  113,804    44,379     44,379     100,000

</TABLE>

<TABLE>

<CAPTION>
                                    GUARANTEED VALUES

                             VALUES   PROJECTED  AT 12.00%
                             -------  ---------  ----------
END                 ACCUM
OF        ANNUAL   @ 5.00%   POLICY   NET CASH   NET DEATH
YR.  AGE  PREMIUM  PREMIUM   ACCOUNT    VALUE     BENEFIT
- ---  ---  -------  --------  -------  ---------  ----------
<S>  <C>  <C>      <C>       <C>      <C>        <C>
1     35    1,200    1,260       859        137     100,000
2     36    1,200    2,583     1,932      1,151     100,000
3     37    1,200    3,972     3,103      2,261     100,000
4     38    1,200    5,431     4,381      3,529     100,000
5     39    1,200    6,962     5,777      4,957     100,000

6     40    1,200    8,570     7,293      6,523     100,000
7     41    1,200   10,259     8,954      8,233     100,000
8     42    1,200   12,032    10,762     10,091     100,000
9     43    1,200   13,893    12,734     12,146     100,000
10    44    1,200   15,848    14,888     14,382     100,000

15    49    1,200   27,189    29,131     29,131     100,000
20    54    1,200   41,633    51,710     51,710     100,000
25    59    1,200   60,136    88,233     88,233     118,232
30    64    1,200   83,713   146,172    146,172     178,329
35    69    1,200  113,804   236,704    236,704     274,576

</TABLE>

     CURRENT VALUES ARE BASED ON PROJECTED  INTEREST RATES AND CURRENT  EXPENSES
     AND COST OF INSURANCE  CHARGES NOW IN EFFECT,  WHICH ARE SUBJECT TO CHANGE.
     THE CURRENT  MONTHLY  EXPENSE  CHARGES  ARE $20.00 PER MONTH IN YEAR 1 AND
     $9.00 PER MONTH THEREAFTER.

   
     IT IS EMPHASIZED THAT THE HYPOTHETICAL  INVESTMENT RATES OF RETURN SHOWN IN
THIS   ILLUSTRATION   ARE   ILLUSTRATIVE   ONLY  AND  SHOULD  NOT  BE  DEEMED  A
REPRESENTATION  OF PAST OR FUTURE  INVESTMENT  RATES OF RETURN.  ACTUAL RATES OF
RETURN MAY BE MORE OR LESS THAN  THOSE  SHOWN AND WILL  DEPEND  UPON A NUMBER OF
FACTORS,  INCLUDING THE  INVESTMENT  ALLOCATIONS  MADE BY THE OWNER,  PREVAILING
INTEREST  RATES AND RATES OF  INFLATION.  THE DEATH BENEFIT AND CASH VALUE FOR A
POLICY WOULD BE  DIFFERENT  THAN THOSE SHOWN IF THE ACTUAL  INVESTMENT  RATES OF
RETURN AVERAGED 0%, 6% AND 12% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE
OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS. NO  REPRESENTATIONS  CAN BE
MADE BY THE COMPANY OR THE TRUST THAT THESE  HYPOTHETICAL RATES OF RETURN CAN BE
ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER A PERIOD OF TIME.
    


               ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
                           VARIABLE UNIVERSAL LIFE


PREPARED FOR:  CLIENT                         INITIAL DEATH BENEFIT:  $100,000
ISSUE AGE:  35, NON-SMOKER                          ANNUAL PREMIUM:  $1,200.00
SEX:  MALE                                    INITIAL DEATH BENEFIT OPTION:  B

<TABLE>

<CAPTION>
                                     CURRENT VALUES

                             VALUES   PROJECTED   AT 0.00%
                             -------  ---------  ----------
END                 ACCUM
OF        ANNUAL   @ 5.00%   POLICY   NET CASH   NET DEATH
YR.  AGE  PREMIUM  PREMIUM   ACCOUNT    VALUE     BENEFIT
<S>  <C>  <C>      <C>       <C>      <C>        <C>
1     35    1,200    1,260       755         33     100,755
2     36    1,200    2,583     1,669        887     101,669
3     37    1,200    3,972     2,562      1,720     102,562
4     38    1,200    5,431     3,435      2,583     103,435
5     39    1,200    6,962     4,288      3,467     104,288

6     40    1,200    8,570     5,116      4,345     105,116
7     41    1,200   10,259     5,930      5,210     105,930
8     42    1,200   12,032     6,722      6,051     106,722
9     43    1,200   13,893     7,494      6,906     107,494
10    44    1,200   15,848     8,250      7,744     108,250

15    49    1,200   27,189    11,647     11,647     111,647
20    54    1,200   41,633    14,092     14,092     114,092
25    59    1,200   60,136    15,556     15,556     115,556
30    64    1,200   83,713    14,815     14,815     114,815
35    69    1,200  113,804    10,445     10,445     110,445

</TABLE>

<TABLE>

<CAPTION>
                                     CURRENT VALUES

                             VALUES   PROJECTED   AT 6.00%
                             -------  ---------  ----------
END                 ACCUM
OF        ANNUAL   @ 5.00%   POLICY   NET CASH   NET DEATH
YR.  AGE  PREMIUM  PREMIUM   ACCOUNT    VALUE     BENEFIT
<S>  <C>  <C>      <C>       <C>      <C>        <C>
1     35    1,200    1,260       811         90     100,811
2     36    1,200    2,583     1,834      1,053     101,834
3     37    1,200    3,972     2,895      2,053     102,895
4     38    1,200    5,431     3,995      3,144     103,995
5     39    1,200    6,962     5,137      4,316     105,137

6     40    1,200    8,570     6,317      5,546     106,317
7     41    1,200   10,259     7,547      6,827     107,547
8     42    1,200   12,032     8,821      8,151     108,821
9     43    1,200   13,893    10,144      9,556     110,144
10    44    1,200   15,848    11,519     11,013     111,519

15    49    1,200   27,189    19,128     19,128     119,128
20    54    1,200   41,633    27,764     27,764     127,764
25    59    1,200   60,136    38,168     38,168     138,168
30    64    1,200   83,713    49,021     49,021     149,021
35    69    1,200  113,804    58,694     58,694     158,694

</TABLE>

<TABLE>

<CAPTION>
                                     CURRENT VALUES

                             VALUES   PROJECTED  AT 12.00%
                             -------  ---------  ----------
END                 ACCUM
OF        ANNUAL   @ 5.00%   POLICY   NET CASH   NET DEATH
YR.  AGE  PREMIUM  PREMIUM   ACCOUNT    VALUE     BENEFIT
<S>  <C>  <C>      <C>       <C>      <C>        <C>
1     35    1,200    1,260       868        146     100,868
2     36    1,200    2,583     2,007      1,225     102,007
3     37    1,200    3,972     3,255      2,414     103,255
4     38    1,200    5,431     4,626      3,774     104,626
5     39    1,200    6,962     6,130      5,309     106,130

6     40    1,200    8,570     7,776      7,006     107,776
7     41    1,200   10,259     9,592      8,871     109,592
8     42    1,200   12,032    11,584     10,913     111,584
9     43    1,200   13,893    13,774     13,186     113,774
10    44    1,200   15,848    16,183     15,677     116,183

15    49    1,200   27,189    32,264     32,264     132,264
20    54    1,200   41,633    57,628     57,628     157,628
25    59    1,200   60,136   100,425    100,425     200,425
30    64    1,200   83,713   169,725    169,725     269,725
35    69    1,200  113,804   281,663    281,663     381,663

</TABLE>

     CURRENT VALUES ARE BASED ON PROJECTED  INTEREST RATES AND CURRENT  EXPENSES
     AND COST OF INSURANCE  CHARGES NOW IN EFFECT,  WHICH ARE SUBJECT TO CHANGE.
     THE CURRENT  MONTHLY  EXPENSE  CHARGES  ARE $20.00 PER MONTH IN YEAR 1 AND
     $5.00 PER MONTH THEREAFTER.

   
     IT IS EMPHASIZED THAT THE HYPOTHETICAL  INVESTMENT RATES OF RETURN SHOWN IN
THIS   ILLUSTRATION   ARE   ILLUSTRATIVE   ONLY  AND  SHOULD  NOT  BE  DEEMED  A
REPRESENTATION  OF PAST OR FUTURE  INVESTMENT  RATES OF RETURN.  ACTUAL RATES OF
RETURN MAY BE MORE OR LESS THAN  THOSE  SHOWN AND WILL  DEPEND  UPON A NUMBER OF
FACTORS,  INCLUDING THE  INVESTMENT  ALLOCATIONS  MADE BY THE OWNER,  PREVAILING
INTEREST  RATES AND RATES OF  INFLATION.  THE DEATH BENEFIT AND CASH VALUE FOR A
POLICY WOULD BE  DIFFERENT  THAN THOSE SHOWN IF THE ACTUAL  INVESTMENT  RATES OF
RETURN AVERAGED 0%, 6% AND 12% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE
OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS. NO  REPRESENTATIONS  CAN BE
MADE BY THE COMPANY OR THE TRUST THAT THESE  HYPOTHETICAL RATES OF RETURN CAN BE
ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER A PERIOD OF TIME.
    


               ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
                           VARIABLE UNIVERSAL LIFE


PREPARED FOR:  CLIENT                         INITIAL DEATH BENEFIT:  $100,000
ISSUE AGE:  35, NON-SMOKER                          ANNUAL PREMIUM:  $1,200.00
SEX:  MALE                                    INITIAL DEATH BENEFIT OPTION:  B

<TABLE>

<CAPTION>
                                   GUARANTEED VALUES

                             VALUES   PROJECTED   AT 0.00%
                             -------  ---------  ----------
END                 ACCUM
OF        ANNUAL   @ 5.00%   POLICY   NET CASH   NET DEATH
YR.  AGE  PREMIUM  PREMIUM   ACCOUNT    VALUE     BENEFIT
<S>  <C>  <C>      <C>       <C>      <C>        <C>
1     35    1,200    1,260       745         23     100,745
2     36    1,200    2,583     1,596        814     101,596
3     37    1,200    3,972     2,419      1,578     102,419
4     38    1,200    5,431     3,217      2,365     103,217
5     39    1,200    6,962     3,988      3,167     103,988

6     40    1,200    8,570     4,721      3,951     104,721
7     41    1,200   10,259     5,430      4,709     105,430
8     42    1,200   12,032     6,102      5,431     106,102
9     43    1,200   13,893     6,739      6,151     106,739
10    44    1,200   15,848     7,340      6,834     107,340

15    49    1,200   27,189     9,795      9,795     109,795
20    54    1,200   41,633    10,991     10,991     110,991
25    59    1,200   60,136    10,231     10,231     110,231
30    64    1,200   83,713     6,404      6,404     106,404
35    69    1,200  113,804         0          0           0

</TABLE>

<TABLE>

<CAPTION>
                                   GUARANTEED VALUES

                             VALUES   PROJECTED   AT 6.00%
                             -------  ---------  ----------
END                 ACCUM
OF        ANNUAL   @ 5.00%   POLICY   NET CASH   NET DEATH
YR.  AGE  PREMIUM  PREMIUM   ACCOUNT    VALUE     BENEFIT
<S>  <C>  <C>      <C>       <C>      <C>        <C>
1     35    1,200    1,260       801         79     100,801
2     36    1,200    2,583     1,758        976     101,758
3     37    1,200    3,972     2,741      1,900     102,741
4     38    1,200    5,431     3,753      2,902     103,753
5     39    1,200    6,962     4,794      3,974     104,794

6     40    1,200    8,570     5,854      5,083     105,854
7     41    1,200   10,259     6,945      6,224     106,945
8     42    1,200   12,032     8,056      7,385     108,056
9     43    1,200   13,893     9,188      8,600     109,188
10    44    1,200   15,848    10,342      9,836     110,342

15    49    1,200   27,189    16,425     16,425     116,425
20    54    1,200   41,633    22,666     22,666     122,666
25    59    1,200   60,136    28,172     28,172     128,172
30    64    1,200   83,713    31,319     31,319     131,319
35    69    1,200  113,804    29,021     29,021     129,021

</TABLE>

<TABLE>

<CAPTION>
                                    GUARANTEED VALUES

                             VALUES   PROJECTED  AT 12.00%
                             -------  ---------  ----------
END                 ACCUM
OF        ANNUAL   @ 5.00%   POLICY   NET CASH   NET DEATH
YR.  AGE  PREMIUM  PREMIUM   ACCOUNT    VALUE     BENEFIT
<S>  <C>  <C>      <C>       <C>      <C>        <C>
1     35    1,200    1,260       857        135     100,857
2     36    1,200    2,583     1,927      1,145     101,927
3     37    1,200    3,972     3,090      2,248     103,090
4     38    1,200    5,431     4,358      3,506     104,358
5     39    1,200    6,962     5,739      4,918     105,739

6     40    1,200    8,570     7,233      6,463     107,233
7     41    1,200   10,259     8,865      8,144     108,865
8     42    1,200   12,032    10,633      9,963     110,633
9     43    1,200   13,893    12,554     11,966     112,554
10    44    1,200   15,848    14,641     14,135     114,641

15    49    1,200   27,189    28,171     28,171     128,171
20    54    1,200   41,633    48,589     48,589     148,589
25    59    1,200   60,136    79,035     79,035     179,035
30    64    1,200   83,713   123,962    123,962     223,962
35    69    1,200  113,804   189,267    189,267     289,267

</TABLE>

     CURRENT VALUES ARE BASED ON PROJECTED  INTEREST RATES AND CURRENT  EXPENSES
     AND COST OF INSURANCE  CHARGES NOW IN EFFECT,  WHICH ARE SUBJECT TO CHANGE.
     THE CURRENT  MONTHLY  EXPENSE  CHARGES  ARE $20.00 PER MONTH IN YEAR 1 AND
     $9.00 PER MONTH THEREAFTER.

   
     IT IS EMPHASIZED THAT THE HYPOTHETICAL  INVESTMENT RATES OF RETURN SHOWN IN
THIS   ILLUSTRATION   ARE   ILLUSTRATIVE   ONLY  AND  SHOULD  NOT  BE  DEEMED  A
REPRESENTATION  OF PAST OR FUTURE  INVESTMENT  RATES OF RETURN.  ACTUAL RATES OF
RETURN MAY BE MORE OR LESS THAN  THOSE  SHOWN AND WILL  DEPEND  UPON A NUMBER OF
FACTORS,  INCLUDING THE  INVESTMENT  ALLOCATIONS  MADE BY THE OWNER,  PREVAILING
INTEREST  RATES AND RATES OF  INFLATION.  THE DEATH BENEFIT AND CASH VALUE FOR A
POLICY WOULD BE  DIFFERENT  THAN THOSE SHOWN IF THE ACTUAL  INVESTMENT  RATES OF
RETURN AVERAGED 0%, 6% AND 12% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE
OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS. NO  REPRESENTATIONS  CAN BE
MADE BY THE COMPANY OR THE TRUST THAT THESE  HYPOTHETICAL RATES OF RETURN CAN BE
ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER A PERIOD OF TIME.
    

<PAGE>
                                     PART II

                          UNDERTAKINGS TO FILE REPORTS

Subject to the terms and conditions of Section 15(d) of the Securities
Exchange  Act  of  1934,  the undersigned registrant hereby undertakes to file
with  the  Securities  and Exchange Commission such supplementary and periodic
information, documents, and reports as may be prescribed by any rule or
regulation of the Commission theretofore or hereafter duly adopted pursuant to
authority conferred in that section.


                                 REPRESENTATION

   
Allianz Life Insurance Company of North America ("Company") hereby represents
that the fees and charges deducted under the Policy described in the Prospectus,
in the aggregate, are reasonable in relation to the services rendered, the
expenses to be incurred and the risks assumed by the Company.
    


                                 INDEMNIFICATION

The Bylaws of the Company provide that:

Each person (and the heirs, executors, and administrators of such person) made
or  threatened  to be made a party to any action, civil or criminal, by reason
of being or having been a director, officer, or employee of the corporation (or
by reason of serving any other organization at the request of the corporation)
shall be indemnified to the extent permitted by the laws of the State of
Minnesota, and in the manner prescribed therin.

Insofar  as  indemnification for liability arising under the Securities Act of
1933 may be permitted for directors and officers or controlling persons of the
Company pursuant to the foregoing, or otherwise, the Company 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,
therefore, unenforceable. In  the event that a claim for indemnification against
such liabilities (other than  the  payment  by the Company of expenses incurred
or paid by a director, officer  or controlling person of the Company in the
successful defense of any action,  suit  or  proceeding) is asserted by such
director, officer or controlling person in connection with the Policies issued
by the Variable Account, the Company 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.

                       CONTENTS OF REGISTRATION STATEMENT

This Registration Statement comprises the following papers and documents:

The facing sheet

The Prospectus consisting of 83 pages

Representations

The signatures

The following exhibits:

     A.  Copies of all exhibits required by paragraph A of instructions
         for Exhibits in Form N-8B-2.

     1.  Resolution of the Board of Directors of the Company*
     2.  Not Applicable
     3.  a.  Principal Underwriter Agreement*
     3.  b.  Selling Agreement***
     4.  Not Applicable
     5.  Individual Variable Life Insurance Policy   #####    
         i.  Individual Variable Life Insurance Policy Endorsements    
     6.  a.  Copy of Articles of Incorporation of the Company*
     6.  b.  Copy of the Bylaws of the Company*
     7.  Not Applicable
     8.  Not Applicable
     9.  a.  Administrative Agreement (filed confidentially)**
     9.  b.  Form of Fund Participation Agreement   #####    
    10.  Application for Individual Variable Life Insurance
         Policy   #####    
    12.  Memorandum of Exchange Rights*
    13.  Powers of Attorney
    27.  Financial Data Schedule

B.     Opinion and Consent of Counsel

C.     Consent of Actuary   #####    

D.     Independent Auditors' Consent

    *  Incorporated by reference to Registrant's Form N-8B-2

   **  Incorporated by reference to Registrant's Pre-Effective
       Amendment No. 1

  ***  Incorporated by reference to Registrant's Pre-Effective
       Amendment No. 2

    #  Incorporated by reference to Registrant's Post-Effective
       Amendment No.3 to Form S-6, File Nos. 33-11158 and 811-4965
       as filed on October 27, 1995.

 ****  Incorporated by reference to Registrant's Post-Effective
       Amendment No.4 to Registrant's Form S-6, File Nos.
       33-11158 and 811-4965

   ##  Incorporated by reference to Registrant's Post-Effective
       Amendment No.10 to Form S-6, File Nos. 33-15464 and 811-4965
       as filed on April 30,1993

  ###  Incorporated by reference to Registrant's Post-Effective
       Amendment No.6 to Form S-6, File Nos. 33-11158 and 811-4965
       as filed on February 15,1994

 ####  Incorporated by reference to Registrant's Post-Effective
       Amendment No.7 to Form S-6, File Nos. 33-11158 and
       811-4965 as filed on April 25, 1994.
   
#####  Incorporated by reference to Registrant's Post-Effective
       Amendment No. 9 to Form S-6, File Nos. 33-11158 and
       811-4965 as filed on April 24, 1996.    


                                 REPRESENTATIONS


     1.  Registrant represents that Section (b)(13)(iii)(F) of Rule
         6e-3(T) is being relied on.

     2.  Registrant represents that the level of the risk charge is
         within the range of industry practice for comparable flexible
         contracts.

     3.  Registrant represents that it has analyzed the risk charge
         taking into consideration such facts as current charge levels,
         potential adverse mortality, the manner in which charges are
         imposed, the markets in which the Policy will be offered and
         anticipated sales and lapse rates.

         Registrant also represents that a memorandum has been prepared
         in connection with the analysis of the risk charge as set forth
         above.  Registrant undertakes to keep and make available to the
         Commission on request a copy of the memorandum.

     4.  Registrant represents that the Company has concluded that there
         is a reasonable likelihood that the distribution financing
         arrangements of the Variable Account will benefit the Variable
         Account and policyholders and will keep and make available to
         the Commission on request a memorandum setting forth the basis
         for this representation.

     5.  Registrant represents that the Variable Account will invest
         only in management investment companies which have undertaken
         to have a Board of Directors, a majority of whom are not
         interested persons of the Company, formulate and approve any
         plan under Rule 12b_1 to finance distribution expenses.


                                SIGNATURES


As  required  by  the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant certifies that it meets all the requirements for
effectiveness of this Registration Statement pursuant to Rule 485(b) under the
Securities  Act  of  1933  and it has caused this Registration Statement to be
signed  on its behalf by the undersigned thereunto duly authorized in the City
of Minneapolis and State of Minnesota, on this    5th day of November, 1996    .

<TABLE>

<CAPTION>

<S>                                  <C>
                                          ALLIANZ LIFE
                                          VARIABLE ACCOUNT A
                                          (Registrant)




                                     By:  ALLIANZ LIFE INSURANCE COMPANY
                                          OF NORTH AMERICA
                                          (Depositor)




                                     By:  /S/ ALAN A. GROVE
                                          ______________________________
                                          Alan A. Grove



Attest:/S/ MICHAEL T. WESTERMEYER
       ____________________________
       Michael T. Westermeyer

</TABLE>



Pursuant  to the requirements of the Securities Act of 1933, this registration
statement  has  been  signed by the following persons in the capacities and on
the dates indicated.
<TABLE>

<CAPTION>
Signature and Title

<S>                     <C>                                        <C>
Lowell C. Anderson*     Chairman of the Board                   11/05/96
- ----------------------  President and Chief Executive Officer   ________
Lowell C. Anderson                                                  Date


Herbert F. Hansmeyer*   Director                                11/05/96
- ----------------------                                          ________
Herbert F. Hansmeyer                                                Date


Michael P. Sullivan*    Director                                11/05/96
- ----------------------                                          ________
Michael P. Sullivan                                                 Date


Dr.Jerry E. Robertson*  Director                                11/05/96
- ----------------------                                          ________
Dr. Jerry E. Robertson                                              Date


Dr. Gerhard Rupprecht*  Director                                11/05/96
- ----------------------                                          ________
Dr. Gerhard Rupprecht                                               Date


Edward J. Bonach*       Chief Financial Officer                 11/05/96
- ----------------------                                          ________
Edward J. Bonach                                                    Date


Rev. Dennis J. Dease*   Director                                11/05/96
- ----------------------                                          ________
Rev. Dennis J. Dease                                                Date


James R. Campbell*      Director                                11/05/96
- ----------------------                                          ________
James R. Campbell                                                   Date

</TABLE>


                               *By Power of Attorney


                               By:/S/ ALAN A. GROVE
                                  ________________________________
                                           Alan A. Grove
                                           Attorney-in-Fact






                                   EXHIBITS

                                      TO

                    POST-EFFECTIVE AMENDMENT NO.    10    

                                      TO

                                   FORM S-6

                       ALLIANZ LIFE VARIABLE ACCOUNT A

               ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA

<PAGE>







                                INDEX TO EXHIBITS



Exhibit                                                              Page
_______                                                              ____
   
EX-99.A5i   Individual Variable Life Insurance Policy Endorsements

EX-99.B     Opinion and Consent of Counsel

EX-99.D     Independent Auditors' Consent

EX-27       Financial Data Schedule    

<PAGE>



                                 [ALLIANZ LOGO]

                 ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA

                         AMENDMENTS TO POLICY PROVISIONS


THE SECTION  TITLED  Payment of Policy  Benefits IN PART 4 IS AMENDED TO INCLUDE
THE ADDITIONAL PARAGRAPH BELOW:

The Maturity  Date shown on the Coverage  Page may be delayed to a date selected
by the Owner upon written  request.  The Maturity  Date cannot be later than the
policy anniversary  following the Insured's age 115. We must receive the written
request prior to the Maturity Date shown on the Coverage Page.

THE  SECTION  TITLED  Table of Death  Benefit  Factors  IN PART 4 IS  AMENDED TO
INCLUDE THE ADDITIONAL INFORMATION BELOW:
<TABLE>
<S>             <C>                <C>
                                    DEATH
                 ATTAINED          BENEFIT
                   AGE             FACTOR
                 -------           -------
                95 - 115             1.00
</TABLE>

No monthly  deductions  will be taken from the Policy Account after the Maturity
Date shown on the  Coverage  Page.  Interest  will  continue  to be  credited to
amounts in the Fixed  Account in the same  manner as before  the  Maturity  Date
shown on the Coverage Page.  Amounts in the Sub-Accounts of the Variable Account
will continue to fluctuate in accordance  with the  underlying  Eligible Fund or
Eligible Fund portfolio.

No premium  payments are required  after the Maturity Date shown on the Coverage
Page.

After the Maturity Date shown on the Coverage Page, the death benefit equals the
Net Cash Value on the date of death.

THIS AMENDMENT IS SIGNED FOR ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA BY




           /S/ Lowell C. Anderson                 /S/ Alan A. Grove

                  President                           Secretary




H54-373

<PAGE>


                         GUARANTEED DEATH BENEFIT RIDER
- --------------------------------------------------------------------------------

RIDER BENEFIT

This rider  provides a guarantee  that this policy will not terminate due to the
policy's Net Cash Value being  insufficient to cover the monthly deduction due
on a monthly  anniversary date, while the Death Benefit Guarantee is in effect.
- --------------------------------------------------------------------------------

MONTHLY RIDER CHARGE

While this rider is in effect the Guaranteed Death Benefit Rider Charge shown on
the Coverage Page will be deducted monthly.
- --------------------------------------------------------------------------------

RIDER TERMINATION DATE

The Death Benefit Guarantee and this rider will terminate on the earliest of the
following dates:

- - the date the Owner surrenders the policy for its Net Cash Value; or

- - the date of the Insured's death; or

- - the Maturity Date if Death Benefit Option A was always in effect under the
  policy; or

- - the Policy Anniversary following the Insured's 80th birthday if Death Benefit
  Option B was ever in effect; or

- - the monthly anniversary date next following our receipt of the Owner's written
  request to cancel this rider; or

- - the end of a 61 day grace period  following  the monthly  anniversary  date on
  which the policy fails to satisfy either the Cumulative Premium Test or the
  Fund Value Test.

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

CUMULATIVE PREMIUM TEST

We will apply the Cumulative Premium Test to the policy at the beginning of each
Policy  Month.  The policy  will  satisfy  the test if (a) is greater  than (b),
where:

(a) is the sum of all premiums received, less any Partial Surrenders and any
Policy Debt; and

(b) is the sum of the Total Guaranteed Death Benefit Premiums due since the
Issue Date.

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

TOTAL GUARANTEED DEATH BENEFIT PREMIUM

The Total Guaranteed Death Benefit Premium is the amount due at the beginning of
each Policy Month to meet the  Cumulative  Premium  Test.  If the Death  Benefit
Guarantee is not in effect, premium payments in addition to the Total Guaranteed
Death  Benefit  Premium may be required to keep this policy in force.  The Total
Guaranteed  Death  Benefit  Premium  is shown on the  Coverage  Page.  The Total
Guaranteed Death Benefit Premium may change if:

- - the Face Amount of the policy is increased or decreased;

- - an Additional Benefit is added, changed, or terminated;

- - the Insured's rate class changes; or

- - a temporary additional rate is added or terminated.

We will  inform the Owner of any change in the Total  Guaranteed  Death  Benefit
Premium.

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

FUND VALUE TEST

We will apply the Fund Value Test if the policy does not satisfy the  Cumulative
Premium Test,  and the policy has reached the Policy  Anniversary  following the
Insured's 60th birthday.  The policy will satisfy the Fund Value Test if the Net
Cash Value is equal to or greater than the Total Face Amount  multiplied  by the
Age Factor from the table below.


<TABLE>
<CAPTION>

               Male                   Female                       Male
      --------------------   --------------------         --------------------
Att.  Standard               Standard               Att.  Standard
Age   Non-Smoker  Standard   Non-Smoker  Standard   Age   Non-Smoker  Standard
- ---   ----------  --------   ----------  --------   ---   ----------  --------
<S>   <C>         <C>        <C>         <C>        <C>   <C>         <C>  
60    0.461       0.518      0.411       0.440      75    0.651       0.682
61    0.473       0.530      0.423       0.452      76    0.663       0.691
62    0.486       0.542      0.436       0.464      77    0.674       0.700
63    0.499       0.554      0.449       0.476      78    0.684       0.708
64    0.512       0.565      0.461       0.488      79    0.695       0.716

65    0.525       0.577      0.474       0.500      80    0.705       0.725
66    0.538       0.588      0.487       0.513      81    0.716       0.732
67    0.551       0.599      0.501       0.525      82    0.726       0.740
68    0.564       0.610      0.514       0.538      83    0.735       0.748
69    0.577       0.621      0.528       0.550      84    0.744       0.755

70    0.590       0.632      0.542       0.563      85    0.753       0.762
71    0.603       0.642      0.556       0.576      86    0.762       0.769
72    0.615       0.653      0.570       0.589      87    0.771       0.776
73    0.627       0.663      0.584       0.602      88    0.779       0.783
74    0.640       0.673      0.598       0.615      89    0.788       0.791
</TABLE>

<TABLE>
<CAPTION>

              Female                        Male                  Female
      --------------------         --------------------   --------------------
Att.  Standard               Att.  Standard               Standard
Age   Non-Smoker  Standard   Age   Non-Smoker  Standard   Non-Smoker  Standard
- ---   ----------  --------   ----  ----------  --------   ----------  --------
<S>   <C>         <C>        <C>   <C>         <C>        <C>         <C>  
75    0.611       0.628      90    0.798       0.800      0.794       0.794
76    0.625       0.640      91    0.810       0.811      0.807       0.807
77    0.638       0.652      92    0.824       0.824      0.822       0.822
78    0.651       0.664      93    0.841       0.842      0.841       0.841
79    0.664       0.676      94    0.865       0.865      0.865       0.865

80    0.677       0.688      95    0.900       0.900      0.900       0.900
81    0.690       0.699
82    0.702       0.710
83    0.714       0.721
84    0.726       0.732

85    0.737       0.742
86    0.748       0.752
87    0.759       0.762
88    0.770       0.772
89    0.782       0.783
</TABLE>

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

GRACE PERIOD

We will  notify the Owner if the policy  fails to  satisfy  both the  Cumulative
Premium  Test and the Fund Value Test.  We will allow a 61-day grace period from
the monthly anniversary date on which neither test is satisfied for a premium to
be paid to keep the Death Benefit Guarantee in effect. The required payment will
be equal to the amount needed to satisfy the Cumulative Premium Test or the Fund
Value Test,  plus the Total  Guaranteed  Death Benefit  Premium for the next two
Policy  Months.  If we do not  receive  the  required  payment by the end of the
61-day grace period, the Death Benefit Guarantee and this rider will terminate.

Once the Death Benefit Guarantee terminates, it cannot be reinstated.

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

THE CONTRACT

This rider is part of the policy to which it is  attached.  We have  issued this
rider in exchange for the  application  for it and the payment of premiums.  The
premium  for this rider is shown on the  coverage  Page.  While this rider is in
effect, premiums are due according to the terms of the policy.

All policy provisions apply to this rider,  except for any which are in conflict
with the provisions of this rider.

The LIMITATIONS ON CONTESTING THE POLICY provision applies to this rider.
- --------------------------------------------------------------------------------

The effective date of this rider is the Issue Date of the policy.

This rider is signed for Allianz Life Insurance Company of North America by




           /S/ Lowell C. Anderson                /S/Alan A. Grove
           
                  President                           Secretary


GDB-VUL

<PAGE>

                            ACCELERATED BENEFIT RIDER

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

NOTICE:  DEATH BENEFITS,  CASH VALUES,  IF ANY, AND LOAN VALUES,  IF ANY WILL BE
REDUCED IF A LIVING  BENEFIT IS PAID, as described in the EFFECT ON THE POLICIES
provision  on page 3. There is no premium or charge for this  rider,  unless the
Owner elects the Living Benefit.

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

TAX CONSEQUENCES:  THE RECEIPT OF A LIVING BENEFIT UNDER THIS RIDER MAY BE
TAXABLE.  BEFORE ELECTING A LIVING BENEFIT, YOU SHOULD SEEK ADVICE OF YOUR
PERSONAL TAX ADVISOR.
- --------------------------------------------------------------------------------

THE BENEFIT WE WILL PAY

We will pay the Owner the Living Benefit in one sum after we receive and approve
an election for the Living Benefit.

Only one Living Benefit may be paid under this rider.

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

THE LIVING BENEFIT

The  LIVING  BENEFIT  equals the  Eligible  Proceeds,  multiplied  by the Living
Benefit  Percentage.  This amount is then discounted to reflect interest and our
assumptions about the reduced life expectancy of the Insured.

The interest rate we will use to calculate the Living Benefit will not be higher
than the greater of:

- - the current  yield on 90-day U.S.  Treasury  bills;  or

- - the current  maximum statutory adjustable policy loan interest rate.

A  lower  interest  rate  may be  used  on  portions  of the  Eligible  Proceeds
associated  with other  policies or riders which have either fixed loan interest
rates or lower maximum loan interest rates.

The  calculation  of the Living  Benefit will also take into  consideration  the
following, if they apply:

- - expected future premiums;

- - future dividends at the scale in effect when the Owner elects a Living
  Benefit; and

- - a processing charge, not to exceed the lesser of $1,000 or 2% of the Living
  Benefit.

The Living Benefit will not be less than the proportional  share of the Net Cash
Value of the policies  which comprise the Qualified  Benefit,  multiplied by the
Living Benefit Percentage.

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

QUALIFIED BENEFIT

The  QUALIFIED  BENEFIT is an amount  based  upon the  amount of  current  Death
Benefit on the Insured under the policy,  and includes the Owner's other current
life insurance  coverage on the insured with the Company,  if any. The Qualified
Benefit  is  reduced  by the  amount of any debt  associated  with the  included
policies.

The Qualified Benefit under this rider includes:

- - the current Death Benefit on the life of the Insured under the policy;

- - the current Death Benefit on the life of the Insured under other participating
  or  non-participating   whole  life  or  endowment  insurance,   universal
  life insurance, or reduced paid-up insurance policies with the Company;

- - the  current  Death  Benefit  on the life of the  Insured  under a term  rider
  attached  to this  policy or another  life  insurance  policy  insured  with
  the Company, with a term period ending more than five years from the date the
  Living Benefit is elected, or which has a conversion right as of the election
  date;

- - the  current  Death  Benefit on the life of the  insured  under a term  policy
  insured with the Company with a term period ending more than five years from
  the date of election, or which has a conversion right as of the date the
  election is made; and

- - any current  Death  Benefit on the Life of the Insured  under an extended term
  insurance  policy insured with the Company with a term period  extending
  beyond five years of the date the Living Benefit is elected.

The Qualified Benefit under this rider does not include:

- - any accidental death benefit coverage on the Insured;

- - any extended  term  insurance on the Insured with a term period  ending within
  five years of the date the Living Benefit is elected;

- - any term  policy or term rider on the Life of the  Insured  with a term period
  ending  within five years of the date the Living  Benefit is elected,  and
  which has no conversion right as of the date the election is made;

- - any life insurance coverage on the Insured that is owned by someone other than
  the Owner; or

- - any policy or rider that is assigned to us as security for a loan.
- --------------------------------------------------------------------------------

ELIGIBLE PROCEEDS

The  ELIGIBLE  PROCEEDS of the policy  equals all or a portion of the  Qualified
Benefit, under the following restrictions:

- - the Eligible Proceeds may not exceed $500,000; and

- - the Eligible Proceeds may not exceed 75% of the Qualified Benefit.

The Owner may choose  which  portions of policies  and riders that  comprise the
Qualified Benefit will contribute toward the Eligible  Proceeds,  subject to the
above restrictions on amounts.

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

TERMINAL ILLNESS

TERMINAL ILLNESS means a medical condition of the Insured, resulting from bodily
injury, disease, or both:

- - which has been diagnosed by a licensed and qualified medical doctor;

- - which diagnosis is supported by clinical, radiological, or laboratory evidence
  or other evidence which is satisfactory to us;

- - which a licensed and qualified medical doctor certifies is expected to result
  in death within 12 months; and

- - which is confirmed by a second  opinion of a licensed  and  qualified  medical
  doctor, based upon that doctor's examination of the Insured.

The doctor selected to provide a second opinion must be acceptable to both the
Owner and us.  Any second opinion  will be  conclusive  as to whether the
Insured  suffers from a Terminal Illness. We may, at our discretion, waive the
requirement of a second opinion.
- --------------------------------------------------------------------------------

HOW TO SELECT THE LIVING BENEFIT

Subject  to the terms of this  rider,  the Owner  may elect by  written  request
during  the  lifetime  of the  Insured to  exchange  a portion  of the  Eligible
Proceeds  for a Living  Benefit  if the  Insured  is  suffering  from a Terminal
Illness.  The portion of the  Eligible  Proceeds  elected is the Living  Benefit
Percentage. It cannot be less than 25%.

If more than one policy or term rider is included in the Qualified Benefit, the
Owner may choose the order in which the current Death Benefits of individual
policies and term riders are applied toward the Eligible Proceeds.  A policy may
not be completely applied to the Eligible Proceeds if any attached term rider on
the Insured is not also completely applied.
- --------------------------------------------------------------------------------

EFFECT ON THE POLICIES

The total  amount of  coverage  under the  policies  and riders  included in the
Qualified Benefit is reduced by the amount of Eligible Proceeds exchanged. After
such  exchange,  each  policy or term  rider  included,  all or in part,  in the
Qualified  Benefit may be  completely or partially  exchanged.  Any coverage not
included in the amount of Eligible Proceeds will not be affected.

If a policy is completely exchanged, then:

- - all other coverage under that policy on the life of the Insured will
  terminate; and

- - any other coverage under that policy that is on the life of someone other than
  the Insured will be treated in the same way as if the Insured had died.

If a term rider is completely exchanged, then that term rider will terminate.

If a policy or term rider is partially exchanged, then all values and amounts of
insurance for coverage included as part of the Eligible Proceeds will be reduced
in the same proportion as the amount of Eligible Proceeds exchanged bears to the
portion of the Qualified  Benefit that is  attributable to that policy or rider.
The new premiums will be those which would apply if the policy or rider had been
originally issued for the reduced amount.

If, on the date that we  approve  the  Living  Benefit,  a policy or term  rider
includes a disability benefit which waives a specified premium or benefit amount
or the  monthly  deductions  due on the policy or rider,  we will  consider  the
Insured to have met the  definition  of total  disability  under  that  benefit,
effective on the date we approve the Living Benefit.

When we receive a Living Benefit election from the Owner, we will send to the
Owner and to any irrevocable beneficiary a statement showing the effect, if any,
that the payment of the Living Benefit will have on each policy or rider Cash
Value,  Policy  Account,  Death  Benefit, premiums, policy loans, or other
values defined in that policy or rider.  This will be done for each policy or
term rider that is included in the definition of Qualified Benefit.
- --------------------------------------------------------------------------------

CONDITIONS

An election under this rider is subject to the following conditions:

- - if this policy is in force as extended  term  insurance,  the term period must
  extend at least five years from the date the election is made;

- - this policy must not be assigned except to us as security for a loan;

- - any irrevocable beneficiary must consent in writing at the time the Owner
  elects to receive the Living Benefit;

- - if the  Owner is  required  by law to use this  rider  to meet the  claims  of
  creditors,  whether in  bankruptcy  or  otherwise,  the Owner is not eligible
  to elect the Living Benefit; and

- - if the Owner is required by a government  agency to use this rider in order to
  apply for, obtain, or keep a government benefit or entitlement, the Owner is
  not eligible to elect the Living Benefit.
- --------------------------------------------------------------------------------

NON-PARTICIPATING

This rider is non-participating.
- --------------------------------------------------------------------------------

TERMINATION

This rider will terminate on the earliest to occur of the following:

- - the date the policy terminates; or

- - the date the Eligible Proceeds exchanged are paid.
- --------------------------------------------------------------------------------

THE CONTRACT

This rider is part of the policy to which it is  attached.  We have  issued this
rider in exchange for the application for the policy.

All policy provisions apply to this rider,  except for any which are in conflict
with the provisions of this rider.
- --------------------------------------------------------------------------------

INCONTESTABILITY

The LIMITATIONS ON CONTESTING THE POLICY provision of the policy applies to this
rider.  The period for contest  will run from the Issue Date of the policy.  Any
period for  contest  for  another  policy or rider that would be included in the
Qualified Benefit will also apply to this rider.
- --------------------------------------------------------------------------------

The effective date of this rider if different from the Issue Date of the policy
is



This rider is signed for Allianz Life Insurance Company of North America by



            /S/ Lowell C. Anderson               /S/Alan A. Grove
              
                  President                          Secretary


LBR94

<PAGE>

                            TERM LIFE INSURANCE RIDER
- --------------------------------------------------------------------------------

THE BENEFIT WE WILL PAY

If the Insured  dies while this rider is in force,  we will pay the  Beneficiary
the benefit  amount shown for this rider on the Coverage Page of the policy when
we receive  proof of the death.  Payment of this benefit is subject to the terms
of this rider.

This benefit will be in addition to any other benefits payable under the policy.

WHEN THIS RIDER TERMINATES

This rider terminates upon the earliest of:

- - the date this rider is exchanged for a whole life,  universal  life,  variable
  universal life or endowment  insurance  policy on the life of the Insured; or

- - the date this rider is automatically exchanged for a face amount increase on
  the base policy; or

- - the date the policy terminates.

The Owner may cancel this rider on any monthly  anniversary date by sending us a
written request accompanied by the policy.
- --------------------------------------------------------------------------------

RIGHT TO EXCHANGE FOR WHOLE LIFE, UNIVERSAL LIFE, VARIABLE UNIVERSAL LIFE OR
ENDOWMENT INSURANCE

This rider may be exchanged for a whole life, universal life, variable universal
life or endowment insurance  policy on the life of the Insured without  evidence
of  insurability, subject to the following terms.
- --------------------------------------------------------------------------------

REQUIREMENTS TO EXCHANGE THE INSURANCE UNDER THIS RIDER

The  exchange  may be made any time within ten years from the Issue Date of this
rider.

The policy and this rider must be in effect on the date of the exchange, but
they may not be in effect under the Grace Period provision.  We must receive a
written request for the exchange and the first premium for the new policy within
31 days of the date of the exchange.  The Insured must be alive on both the day
the request is made and the day the exchange takes effect. Coverage under this
rider stops when the exchange is made.
- --------------------------------------------------------------------------------

ABOUT THE NEW POLICY

The new policy may be any whole life, universal life, variable universal life or
endowment  insurance policy that we issue at the time of the exchange.  At least
one plan of insurance  will be available  under this right of exchange.  The new
policy may be for any amount up to the benefit amount for this rider. But we are
not  required  to issue a new policy if the face  amount  would be less than our
minimum issue amount for the plan selected.

The Issue  Date of the new policy  will be the date the  exchange  is made.  The
issue age under the new policy will be based on the  Insured's age at that time.
The risk  classification  for the new policy  will be the same as shown for this
rider on the Coverage  Page of this policy.  Premiums for the new policy will be
based on premium rates we are using when the exchange is made.

The periods specified for applying the SUICIDE and LIMITATIONS ON CONTESTING THE
POLICY provisions in the new policy will run from the Issue Date of this rider.

If we agree,  a disability  benefit rider and an accidental  death benefit rider
can be added to the new  policy.  Adding  these  riders  will be  subject to our
requirements at the time of the exchange.
- --------------------------------------------------------------------------------

EARLIER ISSUE DATE

An Issue Date that is earlier than the date the exchange is made can be selected
for the new policy.  But the date  chosen  cannot be earlier  than this  rider's
Issue  Date.  Any  exchange  on this basis is subject  to our  approval  and the
requirements and payment we determine.
- --------------------------------------------------------------------------------

AUTOMATIC EXCHANGE TO FACE AMOUNT INCREASE

On the 10th  anniversary of the Issue Date of this rider,  the coverage in force
under this rider will  automatically  be exchanged for a face amount increase on
the base policy. There will be no additional Monthly  Administrative  Charge nor
any additional Surrender Charge associated with this exchange.

The periods specified for applying the Suicide and Limitations on Contesting the
Policy  provisions  applicable  to the increase  will run from the Issue Date of
this rider.
- --------------------------------------------------------------------------------

OTHER PROVISIONS
- --------------------------------------------------------------------------------

MONTHLY DEDUCTIONS

To determine  the monthly  deduction for each month of coverage  provided  under
this rider we multiply:

- - the benefit amount for this rider shown on the Coverage Page of the policy; by

- - the cost of insurance  rate for additional  term  insurance  coverage for that
  rider month.

The cost of insurance  rate for additional  term insurance  coverage for a rider
month equals the sum of:

- - the standard cost of insurance  rate for that month from the table of standard
  cost of insurance rates for additional term insurance  coverage  declared by
  our Board of Directors (the declared  standard cost of insurance rate for
  additional term insurance coverage); and

- - an appropriate  additional  rate for any extra  mortality risk  classification
  that applies for this rider as shown on the Coverage Page of the policy.

The  additional   rate  for  any  rider  month  for  an  extra   mortality  risk
classification equals the amount of extra mortality that the risk classification
represents for that month.

The total cost of insurance  rate for additional  term insurance  coverage for a
rider month will be uniform for all insurerds:

- - who are the same issue age, sex and risk classification; and

- - whose  riders are in the same face amount band and have been in force the same
  length of time.

We may change the declared  standard cost of insurance rates for additional term
insurance  coverage  from time to time  based on our  expectations  as to future
mortality  experience.  Any  change we make will apply to all riders in the same
risk classification.

The declared  standard cost of insurance  rates for  additional  term  insurance
coverage for each rider month will not be more than the amounts shown in the
Table of Guaranteed Maximum Standard Monthly Cost of  Insurance  Rates in the
policy.  When the table is used for this rider,  the Insured's attained age is
the age of the beginning of each rider year.
- --------------------------------------------------------------------------------

EXPENSE CHARGE FOR TERM RIDER ADDITIONS

When this rider is added to the policy  after the Issue Date of the  policy,
an expense charge of $15.00 per month for the twelve months following the
addition will be added to the monthly deduction defined above.  This same
expense charge will apply for the twelve months  following any increase in the
benefit amount of the Term Rider.
- --------------------------------------------------------------------------------

SUICIDE

If the Insured commits suicide,  while sane or insane, within two years from the
Issue Date of this rider,  the only benefit we will pay under this rider will be
the total premiums paid for the rider.  If the law of the state where this rider
is delivered provides a shorter period, that law will govern.

We will pay this  benefit  in one sum to the  Beneficiary.  This rider will then
terminate.
- --------------------------------------------------------------------------------

THE CONTRACT

This rider is part of the policy to which it is  attached.  We have  issued this
rider in exchange for the information provided in the application for it and the
payment of premiums.

The premiums for this rider are shown on the Coverage Page of the policy.  While
this rider is in effect, premiums are due according to the terms of the policy.

All policy provisions apply to this rider,  except for any which are in conflict
with the provisions of this rider.

The REINSTATEMENT  provision of the policy applies to this rider. Any additional
premium  required to reinstate  this rider with the policy must be paid with the
premium paid to reinstate  the policy.  This rider can not be  reinstated if the
policy is not reinstated.

The LIMITATIONS ON CONTESTING THE POLICY provision of the policy applies to this
rider.  But the period for contesting this rider will run from the Issue Date of
this rider, if different from the Issue Date of the policy.

The MISSTATEMENT OF AGE OR SEX and MISSTATEMENT OF TOBACCO USE provisions of the
policy apply to this rider.  Any  adjusted  benefit for this rider will be based
on the last  monthly deduction made for this rider.
- --------------------------------------------------------------------------------

The Issue Date of this rider if different from the Issue Date of the policy is


This rider is signed for Allianz Life Insurance Company of North America by


           /S/ Lowell C. Anderson               /S/Alan A. Grove
            
                  President                          Secretary


TR-VUL

<PAGE>


                            DISABILITY BENEFIT RIDER
- --------------------------------------------------------------------------------

During the Insured's total disability, we will credit payments to the Policy
Account subject to the terms of this rider.  We will credit these payments on
each monthly anniversary date.  The payments will be  allocated  to the
Sub-Accounts  of the  Variable  Account  and to the Fixed Account according to
the premium allocation percentages then in effect.
- --------------------------------------------------------------------------------

MEANING OF TOTAL DISABILITY

For a disability to be a total disability, it must:

- - result from bodily injury or disease;

- - start while this rider is in effect;

- - continue for at least 4 months; and

- - prevent the Insured from working at an occupation for compensation or profit.

For the first 24 months of disability, OCCUPATION means the Insured's occupation
when disability started. Afterwards, it is any occupation for which he or she is
reasonably suited by education, training or experience.

The phrase  PREVENT THE INSURED FROM WORKING  means the inability of the insured
to perform the substantial and material duties of an occupation.
- --------------------------------------------------------------------------------

PERMANENT LOSS

The following are considered  total  disabilities  as soon as they happen.  They
need not prevent the Insured from working.

- - permanent and total loss of sight of both eyes.

- - permanent and total loss of use of both hands or both feet.

- - permanent and total loss of use of one hand and one foot.

- - permanent and total loss of sight of one eye and use of either one hand or one
  foot.
- --------------------------------------------------------------------------------

HOW TO MAKE A CLAIM FOR BENEFITS

Send written notice of the Insured's total  disability to our ValueLife  Service
Center.  Before  any  payment is  credited,  proof of total  disability  must be
received at our ValueLife Service Center:

- - while  the  policy  and this  rider  are in  effect;

- - during  the  Insured's lifetime;

- - while the total disability continues; and

- - before the policy anniversary on or following the Insured's 60th birthday.

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

THE PAYMENT AMOUNT WE WILL CREDIT

The  monthly  Payment  Amount we will  credit  under  this rider is shown on the
Coverage Page of the policy. We will credit the  Monthly  Payment  Amount on
each  monthly  anniversary  date during the Insured's total disability.
- --------------------------------------------------------------------------------

WHEN WE WILL START TO CREDIT PAYMENTS

We will start to credit  payments when we receive  proof of the Insured's  total
disability. The payments will be credited from the next monthly anniversary date
after the Insured's total disability started.

But we will not  credit  payments  for more  than 4 months  prior to the date we
receive notice of any total disability.

If the Insured  suffers a  PERMANENT  LOSS,  we will credit the Monthly  Payment
Amount  beginning the next monthly  anniversary  date after the total disability
started.

If a disability must continue for at least 4 months to be considered a total
disability, payments for the first 4 months of the disability will be credited
at the end of that period.  Afterwards, payments will be credited monthly.
- --------------------------------------------------------------------------------

HOW LONG WE WILL CREDIT PAYMENTS

As long as the total  disability  continues,  we will credit  payments until the
date the policy terminates.
- --------------------------------------------------------------------------------

DISABILITIES FOR WHICH WE WILL NOT CREDIT PAYMENTS

We will not credit payments if disability results from:

- - a bodily injury  received or a disease  contracted  while this rider is not in
  effect;  or

- - intentionally  self-inflicted  injuries;  or

- - descent  from any aircraft while in flight; or

- - any act or incident of war, declared or not.

However, no claims for disability (as defined in this rider) commencing after
two years from the Issue Date of this rider  will be  reduced  or denied on the
ground  that a disease or physical condition has existed prior to the effective
date of this rider.
- --------------------------------------------------------------------------------

RECOVERY FROM DISABILITY

Before  crediting  any payment,  we may require  proof that the Insured is still
disabled.  If proof is not given when  requested,  no further  payments  will be
credited. After 2 full years of disability, we will not require proof more often
than once a year.

No  further  payments  will be  credited  if the  insured  returns to work at an
occupation,  unless  he or she  has  suffered  one of the  losses  listed  under
PERMANENT LOSS above.
- --------------------------------------------------------------------------------

WHEN THIS RIDER TERMINATES

This rider terminates upon the earlier of:

- - the policy  anniversary on or following the Insured's 60th birthday;  or

- - the date the policy terminates.

The Owner may terminate this rider on any monthly anniversary date by making a
written request accompanied by the policy.  After this rider terminates, we will
still consider claims for any disability that starts before this rider
terminates.  But we must receive notice of any such disability within 5 months
after the rider terminates.
- --------------------------------------------------------------------------------

MONTHLY DEDUCTIONS

Monthly deductions for this rider are shown on the Coverage Page of the policy.
- --------------------------------------------------------------------------------

THE CONTRACT

This rider is part of the policy to which it is  attached.  We have  issued this
rider in exchange for the  application  for it and the payment of premiums.  The
premium for this rider is shown on the Coverage  Page of the policy.  While this
rider is in effect,  premiums are due according to the terms of the policy.  Any
premium we receive for this rider after it has terminated will be refunded.

All policy  provisions  apply to this rider except for any which are in conflict
with provisions of this rider.

The LIMITATIONS ON CONTESTING THE POLICY provision  applies to this rider except
the  period  for  contest  will  run from the  effective  date of this  rider if
different from the Issue Date of the policy.
- --------------------------------------------------------------------------------

The issue date of this rider if different from the Issue Date of the policy is


This rider is signed for Allianz Life Insurance Company of North America by

        
          /S/ Lowell C. Anderson                 /S/ Alan A. Grove
             
                President                             Secretary

DBR-VUL



Blazzard, Grodd & Hasenauer, P.C.
943 Post Road East
Westport, CT 06880
(203) 226-7866

October 25, 1996

Board of Directors
Allianz Life Insurance Company of North America
1750 Hennepin Avenue
Minneapolis, MN 55403


RE:  Opinion and Consent of Counsel
     Allianz Life Variable Account A
     
Dear Sir or Madam:

You  have  requested our Opinion of Counsel in connection with the filing with
the Securities and Exchange Commission pursuant to the Securities Act of 1933,
as  amended,  of  a  Registration  Statement  on  Form  S-6 for the Individual
Flexible Premium Variable Life Insurance Policies to be issued by Allianz Life
Insurance  Company  of  North  America  and its separate account, Allianz Life
Variable Account A.

We are of the following opinions:

1.  Allianz Life Insurance Company of North America is a valid and existing
    stock life insurance company of the state of Minnesota.

2.  Allianz  Life  Variable  Account A is a separate investment account of
    Allianz  Life  Insurance Company of North America created and validly
    existing pursuant to the Minnesota Insurance Laws and the Regulations
    thereunder.

3.  Upon the acceptance of premium payments made by an Owner pursuant to a
    Policy  issued in accordance with the Prospectus contained in the
    Registration Statement  and  upon compliance with applicable law, such an
    Owner will have a legally-issued,  fully-paid,  non-assessable  contractual
    interest under such Policy.

You  may  use  this  opinion  letter,  or  copy  hereof,  as an exhibit to the
Registration Statement.

We  consent  to  the  reference to our Firm under the caption "Legal Opinions"
contained in the Prospectus which forms a part of the Registration Statement.

Sincerely,

BLAZZARD, GRODD & HASENAUER, P.C.

By:/S/LYNN KORMAN STONE
   _______________________________
      Lynn Korman Stone



KPMG Peat Marwick LLP
4200 Norwest Center
90 South Seventh Street
Minneapolis, MN  55402




                        Independent Auditors' Consent



The Board of Directors of Allianz Life Insurance Company of North America
and Policy Owners of Allianz Life Variable Account A:


We  consent to the use of our report, dated January 22, 1996, on the financial
statements of Allianz Life Variable Account A and our report dated February 6,
1996, on the consolidated financial statements of Allianz Life Insurance
Company of North America and subsidiaries included herein and to the reference
to our Firm under the heading "EXPERTS".



                                              KPMG Peat Marwick LLP




Minneapolis, Minnesota
November 4, 1996


<TABLE> <S> <C>


<ARTICLE>                     6
<CIK>                         0000808468
<NAME>                        Allianz Life Variable Account A
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               JUN-30-1996
<INVESTMENTS-AT-COST>                        9,967,766
<INVESTMENTS-AT-VALUE>                      11,179,196
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                              11,179,196
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                      113,926
<TOTAL-LIABILITIES>                            113,926
<SENIOR-EQUITY>                              6,660,140
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                          604,713
<SHARES-COMMON-PRIOR>                          462,413
<ACCUMULATED-NII-CURRENT>                    2,049,019
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                      1,077,816
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                     1,278,295
<NET-ASSETS>                                11,065,270
<DIVIDEND-INCOME>                              499,252
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                  40,511
<NET-INVESTMENT-INCOME>                        458,741
<REALIZED-GAINS-CURRENT>                       270,578
<APPREC-INCREASE-CURRENT>                     (348,116)
<NET-CHANGE-FROM-OPS>                          381,203
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                         40,132
<NUMBER-OF-SHARES-REDEEMED>                          0
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                       2,478,646
<ACCUMULATED-NII-PRIOR>                      1,590,278
<ACCUMULATED-GAINS-PRIOR>                      807,238
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                           40,511
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                 40,511
<AVERAGE-NET-ASSETS>                         9,825,947
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                   .004
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        


</TABLE>


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