ALLIANZ LIFE VARIABLE ACCOUNT A
485BPOS, 1996-04-24
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                                              Registration Nos. 33-11158
                                                                811-4965
========================================================================

                  SECURITIES AND EXCHANGE COMMISSION

                       WASHINGTON, D.C.  20549

                POST-EFFECTIVE AMENDMENT NO.    9    

                                 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    May 1, 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

9                                     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>


               ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA

               FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY


<TABLE>

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<S>                             <C>

ISSUED BY:                      ADMINISTERED BY:
ALLIANZ LIFE INSURANCE COMPANY  ALLIANZ LIFE    VALUELIFE SERVICE CENTER    
OF NORTH AMERICA                2323 BRYAN STREET
1750 HENNEPIN AVENUE            DALLAS, TX 75201
MINNEAPOLIS, MN 55403               OR
(800) 542-5427                  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").  Prior  to April 1, 1993, the Company was known as North American
Life and Casualty 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. Prior to
May  1,  1993,  the name of the Variable Account was NALAC Variable Account A.
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, twenty of which are currently available in connection
with the Policy        : the Money Market Fund, the Adjustable U.S. Government
Fund,  the High Income Fund, the Investment Grade Intermediate Bond Fund,  the
   Templeton     Global Income    Securities     Fund,    The     U.S.
Government  Securities Fund,  the        Growth and Income Fund, the    Income
Securities     Fund, the Real Estate Securities Fund, the Rising Dividends
Fund, the Templeton Global Asset Allocation Fund, the Utility Equity Fund,    
the Capital Growth 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,    the Templeton International
Smaller Companies Fund     and  the Templeton Pacific Growth Fund.     SUBJECT
TO REGULATORY  APPROVAL, SHARES OF THE U.S. GOVERNMENT SECURITIES FUND WILL BE
SUBSTITUTED FOR SHARES OF THE ADJUSTABLE U.S. GOVERNMENT FUND AND THE
INVESTMENT GRADE INTERMEDIATE BOND FUND ON OCTOBER 25, 1996, OR AS SOON AS
POSSIBLE THEREAFTER.  THUS, FOLLOWING THE SUBSTITUTION, THE ADJUSTABLE AND THE
INTERMEDIATE BOND FUNDS WILL NO LONGER BE AVAILABLE AS ELIGIBLE INVESTMENTS
FOR OWNERS. SEE "FRANKLIN VALUEMARK FUNDS, PROPOSED SUBSTITUTION TRANSACTION,"
BELOW.   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.

     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: May 1,    1996    


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                              TABLE OF CONTENTS
<TABLE>

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<S>                                                                   <C>

                                                                      PAGE
DEFINITIONS                                                               
SUMMARY                                                                   
THE COMPANY                                                               
THE VARIABLE ACCOUNT                                                      
FRANKLIN VALUEMARK FUNDS                                                  
Description of the Funds                                                  
General                                                                   
Substitution of Securities
   Proposed Substitution Transaction    
PREMIUM PAYMENTS                                                          
General                                                                   
Planned Periodic Premiums                                                 
Unscheduled Premiums                                                      
Grace Period                                                              
Reinstatement                                                             
Allocation of Premium                                                     
Dollar Cost Averaging                                                     
DEDUCTIONS AND CHARGES                                                    
Mortality and Expense Risk Charge                                         
Administrative Charges                                                    
Insurance Risk Charges                                                    
Charges for Additional Benefit Riders                                     
Surrender Charges                                                         
Partial Surrender Fee                                                     
Premium Taxes                                                             
Transfer Fee                                                              
Other Expenses                                                            
Income Tax Charge                                                         
DEATH BENEFIT                                                             
Death Benefit                                                             
Change in Death Benefit                                                   
Change in Face Amount                                                     
Face Amount Increase                                                      
Face Amount Decrease                                                      
Guaranteed Death Benefit Rider                                            
Accelerated Benefit Rider                                                 
POLICY ACCOUNT, CASH VALUE, NET CASH VALUE, TRANSFER RIGHTS AND SURRENDERS
Policy Account                                                            
Method of Determining Sub-Account Values                                  
Cash Value, Net Cash Value                                                
Transfer Rights                                                           
Partial Surrenders                                                        
Full Surrenders                                                           
LOAN PROVISIONS                                                           
Policy Loans                                                              
Loan Interest Charged                                                     
Loan Limit                                                                
Security                                                                  
Restrictions on Making Loans                                              
Repaying Policy Debt                                                      
Limit on Policy Debt                                                      
OWNERSHIP                                                                 
Transfer of Ownership                                                     
Assignment                                                                
BENEFICIARY PROVISIONS                                                    
DELAY OF PAYMENTS                                                         
MANAGEMENT OF THE COMPANY                                                 
TAX STATUS                                                                
Introduction                                                              
Diversification                                                           
Tax Treatment of the Policy                                               
Policy Proceeds                                                           
Tax Treatment of Loans and Surrenders                                     
Multiple Policies                                                         
Tax Treatment of Assignments                                              
Qualified Plans                                                           
VARIABLE ACCOUNT VOTING RIGHTS                                            
Disregard of Voting Instructions                                          
DISTRIBUTION OF THE POLICY                                                
REPORTS TO OWNERS                                                         
LEGAL PROCEEDINGS                                                         
EXPERTS                                                                   
LEGAL OPINIONS                                                            
FINANCIAL STATEMENTS                                                      
APPENDIX A                                                                
</TABLE>


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                                 DEFINITIONS



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 investment account which contains all
the assets of the Company with the exception of the Variable Account and other
segregated asset accounts.

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.    

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.


                                   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 can change the selection of death benefit option.

     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. This charge is 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

     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 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>

<CAPTION>



<S>    <C>

YEARS  % OF SCP 
1-8          65%
 9           60%
10           55%
11           44%
12           33%
13           22%
14           11%
15+           0%
</TABLE>



     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.


                                 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. On April 1, 1993, the Company changed its name from North
American  Life and Casualty Company ("NALAC") to its present name. 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.  Both  NALAC and Fidelity Union Life Insurance Company of Dallas,
Texas    had     been owned by Allianz since 1979. Over the last decade there 
has been a gradual consolidation of operations. On May 31, 1993, Fidelity 
Union was consolidated into the Company. 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 is comprised of twenty-three Funds, twenty of
which are currently available in connection with the Policy.    


                           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"). The
Trust  is  an open-end management investment company registered under the 1940
Act       .  While  a brief summary of the investment objectives is set
forth below, more comprehensive information, including a discussion of
potential  risks,  is  found in the prospectus for the Trust which is included
with this Prospectus. PURCHASERS SHOULD READ THIS PROSPECTUS AND THE
ACCOMPANYING PROSPECTUS FOR THE TRUST CAREFULLY BEFORE INVESTING.

     Franklin Advisers, Inc. ("Advisers"), 777 Mariners Island Blvd., San
Mateo,  California  94404,  serves as each Fund's (except the Templeton Global
Growth  Fund,  the  Templeton Developing Markets Equity Fund, the Templeton
Global Asset Allocation Fund and    the Templeton International Smaller
Companies Fund    ) investment manager. The investment manager for the
Templeton  Global  Growth  Fund and the Templeton Global Asset Allocation
Fund is Templeton    Global Advisers Limited, formerly known as Templeton,
     Galbraith & Hansberger, Ltd., Lyford Cay Nassau, N.P. Bahamas.     As of 
October 1, 1995 the     investment manager for the Templeton Developing
Markets Equity Fund is Templeton    Asset Management Ltd., formerly known as
Templeton     Investment Management    (Singapore) Pte Ltd., 20 Raffles Place,
Ocean Towers, Singapore.       The investment manager for the Templeton
International Smaller Companies Fund is Templeton Investment Counsel, Inc.,
Broward Financial Centre, Fort Lauderdale, Florida.      All investment
managers    or       sub    advisers        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 and 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           .  Advisers act as investment managers or
administrator        to    36     U.S. registered investment companies
(   119     separate series) with aggregate assets of over    $81     billion.

     Templeton Global Investors, Inc.   "Business Manager")    , Broward
Financial Centre, Suite 2100,Ft. Lauderdale, Florida, provides certain
administrative facilities and services for certain of the Funds.

     Franklin Templeton Investor Services, Inc., 777 Mariners Island Blvd.,
San  Mateo,  California 94404,    also     a wholly-owned subsidiary of
Franklin Resources   , Inc.,     maintains the records of the Trust's
shareholder accounts, processes purchases and redemptions of shares, and
serves as each Fund's dividend paying agent.

DESCRIPTION OF THE FUNDS

   FUND SEEKING STABILITY
OF PRINCIPAL AND INCOME    

Money Market Fund

     The Money Market Fund seeks high current income   ,     consistent with
capital preservation and liquidity.     The Fund will pursue its objective    
by investing exclusively in high quality money market instruments. An
investment in the    Money Market     Fund is neither insured nor guaranteed
by the U.S. government.  The    Money Market     Fund attempts to maintain a
stable net asset value of $1.00 per share, although no assurances can be given
that    the Fund     will be able to do so.

   FUNDS SEEKING CURRENT INCOME    

Adjustable U.S. Government Fund

     The Adjustable U.S. Government Fund seeks a high level of current income,
consistent with lower volatility of principal, by investing primarily in
adjustable rate securities which are issued or guaranteed by the U.S.
government, its agencies or instrumentalities.     SUBJECT TO REGULATORY 
APPROVAL, SHARES OF THE U.S. GOVERNMENT SECURITIES FUND WILL BE SUBSTITUTED 
FOR SHARES OF THE FUND ON OCTOBER 25, 1996, OR AS SOON AS POSSIBLE THEREAFTER,
AND THUS, FOLLOWING THE SUBSTITUTION, THE FUND WOULD NO LONGER BE AVAILABLE 
AS AN ELIGIBLE INVESTMENT FOR OWNERS.  SEE "FRANKLIN VALUEMARK FUNDS - 
PROPOSED SUBSTITUTION TRANSACTION," BELOW.    

   High Income Fund

     The High Income Fund seeks a high level of current income, with capital
appreciation  as  a  secondary objective, by investing in debt obligations and
dividend-paying  common  and  preferred  stocks. Debt obligations include high
yield, high risk, lower rated obligations (commonly referred to as "junk
bonds") which involve increased risks related to the creditworthiness of their
issuers.    

   Investment Grade Intermediate Bond Fund

     The Investment Grade Intermediate Bond Fund seeks current income,
consistent with preservation of capital, primarily through investment in
intermediate-term investment grade corporate obligations and in U.S.
government securities.  SUBJECT TO REGULATORY APPROVAL, SHARES OF THE U.S.
GOVERNMENT SECURITIES FUND WILL BE SUBSTITUTED FOR SHARES OF THE FUND ON
OCTOBER 25, 1996, OR AS SOON AS POSSIBLE THEREAFTER, AND THUS,FOLLOWING THE
SUBSTITUTION, THE FUND WOULD NO LONGER BE AVAILABLE AS AN ELIGIBLE INVESTMENT
FOR OWNERS.  SEE "FRANKLIN VALUEMARK FUNDS - PROPOSED SUBSTITUTION
TRANSACTION," BELOW.    

   Templeton Global Income Securities Fund    

        The Templeton Global Income Securities Fund (formerly the Global
Income Fund)     seeks a high level of current income, consistent with
preservation of capital, with capital appreciation as a secondary
consideration, through investing in foreign and domestic debt obligations,
including up to 25% in high yield, high risk, lower rated debt obligations
(commonly referred to as "junk bonds")   ,     and related currency
transactions.  Investing in a non-diversified fund of global securities,
including those of developing markets issuers   ,     involves increased
susceptibility to the    special     risks associated with foreign investing

   The     U.S. Government Securities Fund

     The U.S. Government Securities Fund seeks current income and safety of
capital  by  investing  exclusively in obligations issued or guaranteed by
the U.S. government or its agencies or instrumentalities.

   FUNDS SEEKING GROWTH AND INCOME    

   Growth and Income Fund

     The Growth and Income Fund seeks capital appreciation, with current
income return as  a  secondary objective, by investing primarily in U.S.
common stocks, securities convertible into common stocks and preferred
stocks.    

Income Securities Fund

     The Income Securities Fund seeks to maximize income while maintaining
prospects  for capital appreciation by investing in a diversified portfolio
of domestic  and  foreign, including developing markets   , debt obligations
and/or equity securities.      Debt obligations include high  yield,  high
risk   ,     lower rated obligations (commonly referred to as "junk bonds")
which  involve  increased risks related to    the     creditworthiness of
their issuers       .

   Real Estate Securities Fund

     The Real Estate Securities Fund seeks capital appreciation, with
current income  return  as  a secondary objective, by concentrating its
investments in publicly traded securities of U.S. companies in the real
estate industry.    

Rising Dividends Fund

     The Rising Dividends Fund seeks capital appreciation   ,     primarily
through investment  in  the equity securities of companies that have paid
consistently rising  dividends  over the past ten years. Preservation of
capital is also an important  consideration.  The Fund seeks current income
incidental to capital appreciation.

   Templeton Global Asset Allocation Fund

     The Templeton Global Asset Allocation Fund seeks a high level of total
return  through a flexible policy of investing in equity securities, debt 
obligations, including up to 25% in high yield, high risk, lower rated debt 
obligations commonly referred to as "junk bonds"), and money market
instruments of issuers in any nation, including developing markets nations.
The mix of investments among the three market segments will be adjusted in
an attempt to capitalize  on total return potential produced by changing
economic conditions throughout the world.  Foreign investing involves
special risks.    
       

Utility Equity Fund

     The Utility Equity Fund seeks both capital appreciation and current
income  by  investing in securities of domestic and foreign   ,including
developing markets,     issuers         engaged in the public utilities
industry.
       
   FUNDS SEEKING CAPITAL GROWTH    

   Capital Growth Fund

     The Capital Growth Fund seeks capital appreciation, with current income
as a secondary consideration.  The Fund invests primarily in equity
securities, including common stocks and securities convertible into common
stocks.    

Precious Metals Fund

     The Precious Metals Fund seeks capital appreciation, with current income
return as a secondary objective, by concentrating its investments in
securities  of  U.S.  and foreign companies   ,     including those    in
developing markets,     engaged in mining, processing or dealing in gold and
other precious metals.
       

   Small Cap Fund

The Small Cap Fund seeks long-term capital growth.  The Fund seeks to
accomplish its objective by investing primarily in equity securities of small
capitalization growth companies.  The Fund may also invest in foreign
securities, including those of developing markets issuers.  Because of the
Fund's investments in small capitalization companies, an investment in the
Fund may involve greater risks and higher volatility and should not be
considered a complete investment program.    

Templeton Developing Markets Equity Fund

     The Templeton Developing Markets Equity Fund seeks long-term capital
appreciation.  The Fund seeks to achieve this objective by investing
primarily in     equities             of issuers in countries having
developing markets. The Fund is subject to    the     heightened foreign
securities investment risks that accompany foreign developing markets and an
investment in the Fund may be considered speculative.       
       

Templeton Global Growth Fund

     The Templeton Global Growth Fund seeks long-term capital growth. The Fund
hopes to achieve its objective through a flexible policy of investing in
stocks and debt obligations of companies and governments of any nation,
including developing markets. The realization of income, if any, is only
incidental to accomplishment of the Fund's objective of long-term capital
growth. Foreign investing involves special risks.

Templeton International Equity Fund

     The Templeton International Equity Fund seeks long-term growth of
capital.  Under normal conditions, the Templeton International Equity Fund 
will invest at least 65% of its total assets in an internationally mixed 
portfolio of foreign equity securities which trade on markets in countries 
other than the    U.S.    , including developing markets   ,     and are 
   (i)     issued by companies domiciled in countries other than the    U.S.
,     or    (ii)     issued by companies that derive at least 50% of either
their revenues or pre-tax income from activities outside of the    U.S.    .
Foreign investing involves special risks.

   Templeton International Smaller Companies Fund

The Templeton International Smaller Companies Fund seeks long-term capital 
appreciation.  The Fund seeks to achieve this objective by investing
primarily in equity securities of smaller companies outside the U.S.,
including developing markets.  Foreign investing involves special risks and
smaller company investments may involve higher volatility.  An investment in
the Fund may not be considered a complete investment program.    

Templeton Pacific Growth Fund

     The Templeton Pacific Growth Fund seeks long-term growth of capital   ,
     primarily through investing at least 65% of its total assets in equity
securities which trade on markets in the Pacific Rim, including developing
markets, and are    (i)     issued by companies domiciled in the Pacific Rim
or    (ii)     issued by companies  that derive at least 50% of either their
revenues or pre-tax income from activities in the Pacific Rim. Investing in a
portfolio of geographically concentrated foreign securities, including
developing markets, involves increased  susceptibility  to the    special    
risks of foreign investing and an investment in the Fund may be considered
speculative.

     THE TEMPLETON GLOBAL ASSET ALLOCATION FUND, TEMPLETON DEVELOPING MARKETS
EQUITY FUND, TEMPLETON GLOBAL GROWTH FUND,    TEMPLETON     GLOBAL INCOME
   SECURITIES     FUND,    GROWTH AND INCOME FUND,     INCOME SECURITIES FUND,
INVESTMENT GRADE INTERMEDIATE BOND FUND, TEMPLETON INTERNATIONAL EQUITY FUND,
   TEMPLETON INTERNATIONAL SMALLER COMPANIES FUND,     MONEY MARKET FUND,
TEMPLETON PACIFIC GROWTH FUND, PRECIOUS METALS FUND,    SMALL CAP FUND,    
AND UTILITY EQUITY FUND MAY INVEST MORE THAN 10% OF THEIR TOTAL NET ASSETS IN
FOREIGN SECURITIES WHICH ARE SUBJECT TO SPECIAL AND ADDITIONAL RISKS RELATED
TO CURRENCY FLUCTUATIONS, MARKET VOLATILITY AND ECONOMIC, SOCIAL AND POLITICAL
UNCERTAINTY; INVESTING IN DEVELOPING MARKETS INVOLVES SIMILAR BUT HEIGHTENED 
RISKS RELATED TO THE RELATIVELY SMALL SIZE AND LESSER LIQUIDITY OF THESE
MARKETS.         SEE "HIGHLIGHTED RISK CONSIDERATIONS   ,     FOREIGN
TRANSACTIONS" IN THE TRUST PROSPECTUS        

     THE HIGH INCOME FUND AND THE INCOME SECURITIES FUND MAY INVEST UP TO 100%
OF  THEIR  RESPECTIVE NET ASSETS IN SECURITIES OR DEBT OBLIGATIONS RATED BELOW
INVESTMENT  GRADE,  COMMONLY  KNOWN AS "JUNK BONDS," OR    IN OBLIGATIONS    
WHICH HAVE NOT  BEEN RATED BY ANY RATING AGENCY. INVESTMENTS RATED BELOW
INVESTMENT GRADE INVOLVE  GREATER  RISKS,  INCLUDING  PRICE VOLATILITY AND
RISK OF DEFAULT THAN INVESTMENTS  IN  HIGHER  RATED     OBLIGATIONS    .
       SEE "HIGHLIGHTED RISK CONSIDERATIONS   ,     LOWER RATED DEBT
OBLIGATIONS" IN THE TRUST PROSPECTUS.


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,
further  investment  in such shares should become inappropriate 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.

   PROPOSED SUBSTITUTION TRANSACTION

1.  DESCRIPTION. Under its authority described above, the Company has proposed
a substitution transaction (the "Substitution") such that shares of The U.S.
Government Securities Fund ("Government Fund") would be substituted for all
shares of both the Adjustable U.S. Government Fund ("Adjustable Fund") and
the Investment Grade Intermediate Bond Fund ("Bond Fund") held by Sub-Accounts
of the Variable Account.  Owners' interests in the Adjustable and Bond Fund
Sub-Accounts would be replaced by interests of equivalent value in the
Government Fund Sub-Account. As a result, following the Substitution, the
Adjustable Fund and Bond Fund Sub-Accounts would no longer be available to
Owners.

In April 1996, the Company and the Variable Account filed an application with
the Securities and Exchange Commission requesting an order approving the
Substitution. Upon obtaining the order, and subject to any prior approval by
applicable state insurance authorities, the Company and the Variable Account
propose to complete the Substitution on October 25, 1996
    
   ,     or as soon
as possible thereafter.

2.  REASONS FOR SUBSTITUTION. The Company has proposed the Substitution for
several reasons: the similarity of the affected Funds' investment objectives,
strategies and risks; the limited recent demand by Owners for fixed-income
investment choices; and the potential to benefit Owners through economies of
scale, including potentially lower operating expenses, by consolidating the
affected Funds' assets.

3.  EFFECT ON OWNERS. Except as stated in this paragraph, Owners may continue
to redeem or transfer their Policy Account as stated under "POLICY ACCOUNT,
CASH VALUE, NET CASH VALUE, TRANSFER RIGHTS AND SURRENDERS -- TRANSFER
RIGHTS."  Within five days after the Substitution, the Company will send to
Owners a written notice showing the shares of the Adjustable Fund and the
Bond Fund that have been eliminated and the shares of the Government Fund that
have been substituted (the "Notice").  For a 30-day period beginning on the
date following the mailing of the Notice, transfers out of the Government Fund
Sub-Account to any other available Sub-Account will not count toward the limit
on the annual number of free transfers.  However, transfers pursuant to a
"market timing" strategy will continue to be subject to the applicable
restrictions on such transfers, as described under "Transfer Rights."

OWNERS CONSIDERING NEW PURCHASES OR TRANSFERS TO EITHER THE ADJUSTABLE OR BOND
FUNDS MAY ALSO WISH TO CONSIDER THE GOVERNMENT FUND, WHICH HAS SIMILAR
INVESTMENT OBJECTIVES AND POLICIES, AND TO CONSULT WITH THEIR INVESTMENT
REPRESENTATIVES.  SEE THE ACCOMPANYING FRANKLIN VALUEMARK FUNDS PROSPECTUS.

Immediately following the Substitution, the Company will treat the
Sub-Accounts invested in shares of the Adjustable Fund, Bond Fund and
Government Fund as a single Sub-Account of the Variable Account for
administrative purposes.  The Company will effect the Substitution by
simultaneously placing orders to redeem all shares of the Adjustable Fund and
Bond Fund and to purchase shares of the Government Fund equal in value to the
shares redeemed.  The net asset values of all affected shares will be
determined as of the close of the business day immediately before the date of
these orders.  The Company will bear the expenses of the Substitution, and
will send affected Owners a notice within five days after the Substitution.
The Company believes, based on its review of existing federal income tax laws
and regulations, that the Substitution will not have any tax consequences to
Owners.

Effective immediately, Owners may elect to use the Government Fund Sub-Account
as the source account for investments in other Funds through the Dollar Cost
Averaging ("DCA") program.  If the Adjustable Fund Sub-Account is an Owner's
DCA source account at the time of the Substitution, the Government Fund
Sub-Account will automatically become the DCA source account after the
Substitution.  If an Owner is using DCA to invest in the Bond Fund
Sub-Account, his or her DCA program will be adjusted to reflect DCA into the
Government Fund Sub-Account using the same allocation percentages when the
Substitution occurs, unless he or she has previously contacted the Company to
select other Sub-Accounts.



   FOR FURTHER INFORMATION, PLEASE CONTACT 

       THE VALUELIFE SERVICE CENTER, 800/525-7330.    




                               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.

GRACE PERIOD

     During 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; and

     *  adjusted premium payments are less than Accumulated Guaranteed
        Coverage Premiums.

     Adjusted premium payments as of a Monthly Anniversary Date equal:

     *  total premiums the Company has received on or before that date; minus

     *  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:

     *  the Total Guaranteed Coverage Premium; multiplied by

     *  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:

     *  three monthly deductions; or

     *  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:

     *  submit an application for reinstatement;

     *  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;

     *  pay or agree to reinstatement of any Policy Debt; and

     *  pay the premium required to reinstate the Policy.

     The premium required to reinstate the Policy equals the total of the
following amounts:

     *  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

     *  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 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:

     *  it has been surrendered for its Net Cash Value; or

     *  the Insured's Death; or

     *  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. 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 allocations that an Owner can have at any one time.     SUBJECT TO 
REGULATORY APPROVAL, SHARES OF THE U.S. GOVERNMENT SECURITIES FUND WILL BE 
SUBSTITUTED FOR SHARES OF THE ADJUSTABLE U.S. GOVERNMENT FUND AND THE 
INVESTMENT GRADE INTERMEDIATE BOND FUND ON OCTOBER 25, 1996, OR AS SOON AS 
POSSIBLE THEREAFTER.  THUS, FOLLOWING THE SUBSTITUTION, THE ADJUSTABLE 
U.S. GOVERNMENT AND THE INVESTMENT GRADE INTERMEDIATE BOND FUNDS WILL NO
LONGER BE AVAILABLE AS ELIGIBLE INVESTMENTS FOR OWNERS. SEE "FRANKLIN
VALUEMARK FUNDS - PROPOSED SUBSTITUTION TRANSACTION."    

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   ,     the  Adjustable  U.S. Government    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.    UPON 
REGULATORY APPROVAL OF THE PROPOSED SUBSTITUTION TRANSACTION, THE ADJUSTABLE 
U.S. GOVERNMENT AND INVESTMENT GRADE INTERMEDIATE BOND FUNDS WILL NO LONGER BE
AVAILABLE IN THE DOLLAR COST AVERAGING PROGRAM.  SEE "FRANKLIN VALUEMARK
FUNDS - PROPOSED SUBSTITUTION TRANSACTION."    

     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   ,     the Adjustable U.S. Government 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   ,     the Adjustable U.S. Government    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    the     Adjustable U.S. Government 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. In the event there are
additional transfers, the transfer fee may be charged. The Company does not
intend to profit from any such charge.

                            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 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:

     *  the Insurance Risk Amount for the Face Amount portion for that month;
        by

     *  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:

     *  the Death Benefit associated with that Face Amount portion; over

     *  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:

     *  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

     *  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:

     *  are in the same Face Amount band, sex, and risk classification;

     *  take effect when the Insureds are the same age; and

     *  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 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>

<CAPTION>

the standard premium for the base policy.  based policy standard guaranteed coverage premium

<S>    <C>

Years  % of SCP 
1-8          65%
 9           60%
10           55%
11           44%
12           33%
13           22%
14           11%
15+           0%
</TABLE>

     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 offered hereby range
from  2%  to  3.5% of 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:

     * 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 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:

     *  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 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:

     *  the Owner must request the change in writing;

     *  once the Death Benefit option has been changed, it cannot be changed
        again for the next three years;

     *  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

     *  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:

     *  submit an application for the increase;

     *  submit proof satisfactory to the Company that the Insured is an
        insurable risk; and

     *  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:

     *  the Guaranteed Coverage Premium will be increased.

     *  the Monthly Administrative Charge will increase to $20 per month for
        the twelve months following the increase.

     *  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:

     *  the risk classification and the amount of the increase; and

     *  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:

     *  the Monthly Anniversary Date on or following the day the Company
        receives the Owner's request for the decrease; or

     *  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 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:

     *  the total of the current Surrender Charge for the amount of each Face
        Amount portion reduced; or

     *  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:

     *  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

     *  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:

     *  Insured Term Rider

     *  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:

     *  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

     *  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

     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:

     *  the Policy Account; minus

     *  the Surrender Charges.

     See "Deductions and Charges" regarding a description of the Surrender
Charges.

     The Net Cash Value equals:

     *  the Cash Value; minus

     *  any Policy Debt.

     During the Insured's life the Owner may:

     *  take loans based on the Cash Value;

     *  make Partial Surrenders; or

     *  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 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:

     *  the Company receives such request at least 30 days before that Policy
        Anniversary; and

     *  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.     Upon regulatory approval of the proposed Substitution transaction, 
Owners who have selected the Adjustable U.S. Government Fund or the 
Investment Grade Intermediate Bond Fund may be entitled to certain special 
transfer rights.  See "Franklin Valuemark Funds - Proposed Substitution 
Transaction."    

     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    are     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 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:

     *  the Death Benefit at the time the partial surrender is made; over

     *  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:

     *  the date the Company receives the Owner's written request for the
        surrender; or

     *  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     Office 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").

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:

     *  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

     * 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:

     *  the Cash Value on the date the loan is made; minus

     *  interest for the rest of the current Policy Year; minus

     *  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.

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 Dallas Office; 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    .

                            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

     The directors and executive officers of the Company  and  their principal
occupations for the past 5 years are as follows:
<TABLE>

<CAPTION>



<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.    

   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.

J. Ward Hamlin        Vice President    -     Underwriting of the Company.

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.    

   James R. Campbell     Executive Vice President of Norwest Corporation    
</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 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.

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 5912; (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.

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    p    rincipal
   u    nderwriter          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
   P    olicies.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 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 Allianz Life 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.



                       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-Account 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.



               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 $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>
                                     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 $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.


                                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.

                             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
     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.


                        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    17th day of April, 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                        04/17/96
- ----------------------                                                       
                        President    and     Chief Executive Officer ________
Lowell C. Anderson                                                       Date



Herbert F. Hansmeyer*   Director                                     04/17/96
- ----------------------                                                       
                                                                     ________
Herbert F. Hansmeyer                                                     Date



Michael P. Sullivan*    Director                                     04/17/96
- ----------------------                                                       
                                                                     ________
Michael P. Sullivan                                                      Date



Dr.Jerry E. Robertson*  Director                                     04/17/96
- ----------------------                                                       
                                                                     ________
Dr. Jerry E. Robertson                                                   Date



Dr. Gerhard Rupprecht*  Director                                     04/17/96
- ----------------------                                                       
                                                                     ________
Dr. Gerhard Rupprecht                                                    Date



Edward J. Bonach*       Chief Financial Officer                      04/17/96
- ----------------------                                                       
                                                                     ________
Edward J. Bonach                                                         Date


   
Rev. Dennis J. Dease*   Director                                     04/17/96
- ----------------------                                                       
                                                                     ________
Rev. Dennis J. Dease                                                     Date



James R. Campbell*      Director                                     04/17/96
- ----------------------                                                       
                                                                     ________
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.    9    

                                      TO

                                   FORM S-6

                       ALLIANZ LIFE VARIABLE ACCOUNT A

               ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA









                            INDEX TO EXHIBITS



Exhibit                                                           Page
_______                                                           ____

   EX-99.A5    Individual Variable Life Insurance Policy    

EX-99.A9b      Form of Fund Participation Agreement

   EX-99.A10   Application for Individual Variable Life
               Insurance Policy    

   EX-99.A13   Powers of Attorney    

   EX-99.B     Opinion and Consent of Counsel    

EX-99.C        Consent of Actuary

EX-99.D        Independent Auditors' Consent

   EX-27       Financial Data Schedule    




<TABLE>

<CAPTION>

<S>             <C>
(Allianz Logo)  ALLIANZ LIFE INSURANCE COMPANY OF
                NORTH AMERICA
                Home Office:  Minneapolis, Minnesota
                Individual Division:
                P.O. Box 500, Dallas, Texas 75221
                Toll Free #800-525-7330
                A Stock Company


</TABLE>


BENEFITS WE WILL PAY

We will pay the benefits provided by this policy when:

- - we receive proof of the Insured's death while this policy is in force: or

- - this policy is surrendered for its Net Cash Value; or

- - this policy matures.

Payment  of any benefits and all other rights are subject to the terms of
this policy.

RIGHT TO EXAMINE POLICY

This policy may be canceled by returning it with a written request for
cancellation  to our Dallas office 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, we will refund any premium paid.

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



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

        President                                  Secretary

THIS  POLICY  IS  A  LEGAL CONTRACT BETWEEN THE COMPANY AND THE OWNER.  PLEASE
READ IT CAREFULLY.  WE WANT YOU TO UNDERSTAND THE COVERAGE IT PROVIDES.

VUL.   A flexible premium variable life insurance policy with adjustable Death
Benefit.    Insurance  is payable at the Insured's death prior to the Maturity
Date and prior to termination of coverage.  Values provided by this policy are
based on declared interest rates, and on the investment experience of the
Variable Account which is set forth on the Coverage Page.  They are not
guaranteed  as  to  dollar  amount.  The Cash Value is payable on the Maturity
Date if the Insured is living.  This is a non-participating policy.


POLICY NUMBER      SPECIMEN

INSURED            JOHN DOE

OWNER              JOHN DOE



TABLE OF CONTENTS

Coverage Page
General Definitions (Part 1)
Ownership of the Policy (Part 2)
Beneficiaries (Part 3)
Payment of Policy Benefits (Part 4)
Premium Payments (Part 5)
Continuing the Policy in Force; Termination of Coverage (Part 6)
The Policy Account (Part 7)
Investment Options (Part 8)
The Variable Account (Part 9)
Cash Values (Part 10)
Policy Loans (Part 11)
Other Provisions (Part 12)
Payment Options (Following Part 12)
Where to Find it (Inside Back Cover)


_________________________________________________________________________

COVERAGE PAGE

This page contains the facts and figures for the coverage this policy
provides.  Refer to this page as necessary when reading this policy.
_________________________________________________________________________



POLICY, RIDERS, ANNUAL PREMIUM

                               Initial                Guaranteed
                             Face Amount            Coverage Premium

Policy without Riders          $100,000              $53.91 (monthly)

Additional Benefit Riders       NONE


TOTAL GUARANTEED COVERAGE PREMIUM  $53.91



TOTAL GUARANTEED DEATH BENEFIT PREMIUM

INITIAL PREMIUM                 $1,448.22

PLANNED
PERIODIC PREMIUM                $1,448.22             MODE:  ANNUAL


RISK CLASSIFICATION                 ISSUE DATE
Standard-Nonsmoker                  March 1, 1993

POLICY NUMBER                       ISSUE AGE
Specimen                            35

THE INSURED                         INITIAL FACE AMOUNT
John Doe                            $100,000

THE OWNER                           MATURITY DATE
John Doe                            March 1, 2053

GUARANTEED INTEREST RATE ON FIXED ACCOUNT (See Part 6):

                                    3.5% FOR ALL POLICY YEARS

PREFERRED LOAN INTEREST RATE (See Part 9):  VARIABLE

NON-PREFERRED INTEREST RATE (See Part 9):   VARIABLE

MINIMUM FACE AMOUNT (See Part 4 and Part 10):   $25,000

MINIMUM FACE AMOUNT INCREASE (See Part 4):      $25,000

DEATH BENEFIT OPTION (See Part 4):              OPTION A

MINIMUM TRANSFER AMOUNT (See Part 8):           $500

MINIMUM PARTIAL SURRENDER AMOUNT (See Part 10): $500


EXPENSE CHARGES AND FEES

ADMINISTRATIVE CHARGE: .00041096% daily, of amounts in the sub-accounts
                        of the Variable Account

                       plus
                       $20.00 per month first year, and
                       $5.00 per month, thereafter (current practice)
                       $9.00 per month, thereafter (guaranteed maximum)

MORTALITY AND EXPENSE RISK CHARGE:

                       .00164384% daily (current),
                       .00246575% daily (guaranteed), of amounts in the
                        sub-accounts of the Variable Account.

CHARGE FOR PREMIUM TAXES:

                        2.5% of each premium payment, subtracted from
                        each premium payment.

PARTIAL SURRENDER CHARGE (See Part 10):

                        Lesser of 25 or 2% of the Partial Surrender
                        Amount (50 maximum), plus a portion of the
                        Surrender Charge.

TRANSFER FEE:

                        First 12 transfers of amounts are free each
                        policy year.  Prescheduled automatic dollar cost
                        averaging transfers are not counted.  The fee or
                        each additional transfer is the lesser of 25 or
                        2% of the amount transferred.

ELIGIBLE FUNDS:
                        The Variable Account is divided into sub-ccounts
                        with each sub-account invested as follows:

<TABLE>

<CAPTION>
                      FRANKLIN VALUEMARK FUNDS

<S>                                       <C>
Money Market Fund                         Templeton International Equity Fund
Growth and Income Fund                    Templeton Global Growth Fund
Real Estate Securities Fund               Precious Metals Fund
Investment Grade Intermediate Bond Fund   Utility Equity Fund
Income Securities Fund                    Global Income Fund
U.S. Government Securities Fund           Rising Dividends Fund
Templeton Pacific Growth Fund             Adjustable U.S. Government Fund
Templeton Developing Markets Equity Fund  High Income Fund
Templeton Global Asset Allocation Fund

</TABLE>



                  ALLOCATION SCHEDULE ON THE ISSUE DATE

                                PREMIUMS

FIXED ACCOUNT                      0%

VARIABLE ACCOUNT

GLOBAL INCOME                     50%

PACIFIC GROWTH                    50%


SURRENDER CHARGES

In policy years 1 through 15 the full surrender charge is as described below. 
The applicable surrender charge in any month is the full surrender charge
adjusted  for  any surrender charges previously paid, but not less than zero. 
In  all  policy years after the fifteenth policy year, the surrender charge is
zero.

The full surrender charge in any policy month during policy years 1 through 15
is  the lesser of the amount shown below in the maximum surrender charge table
or an amount equal to A plus B as defined below.  Between two policy
anniversaries,  the maximum surrender charge is an interpolation of the values
from those anniversaries, for the initial face amount and for each face amount
increase.

       A is equal to the sum of (1) and (2) where:

       (1) equals 30% of the first $647 of premiums paid;

       (2) equals 5% of cumulative premiums paid in excess of $647.

       B is equal to $5.00 per thousand dollars of Initial Face Amount.

<TABLE>

<CAPTION>
               MAXIMUM SURRENDER CHARGE TABLE

Policy  Surrender Charge    Policy    Surrender Charge
Year     at End of Year      Year      at End of Year
- ------  ----------------  ----------  ----------------
<S>     <C>               <C>         <C>
1                 921.00           9            588.00
2                 921.00          10            506.00
3                 921.00          11            385.00
4                 871.00          12            264.00
5                 821.00          13            142.00
6                 771.00          14             71.00
7                 721.00  15 & after              0.00
8                 671.00

</TABLE>


If  the face amount of insurance is reduced at any time in the first 15 policy
years,  a  prorata  portion  of the Surrender Charge will be deducted from the
Policy Account. See Part 3 for a description of this charge.
______________________________________________________________________________
<TABLE>

<CAPTION>
      SURRENDER CHARGE FACTORS FOR FACE AMOUNT INCREASES

Number of Years after Monthly
Anniversary Date When Face Amount  Surrender Charge Factor
Increase Takes Effect                  at End of Year
- ---------------------------------  -----------------------
<S>                                <C>
0                                                     5.00
1                                                     5.00
2                                                     5.00
3                                                     5.00
4                                                     4.50
5                                                     4.00
6                                                     3.50
7                                                     3.00
8                                                     2.50
9                                                     2.00
10                                                    1.50
11                                                    1.00
12                                                     .50
13 & after                                            0.00

</TABLE>




_____________________________________________________________________________

PART 1. GENERAL DEFINITIONS

The  Company identifies or defines here some of the terms used throughout this
contract.  There are other terms which are explained or defined in other parts
of the contract.

BENEFICIARY, CONTINGENT BENEFICIARY

The person or persons who will receive any death benefit proceeds.  The
Primary Beneficiary and Contingent Beneficiary, if any, are named in the
application.   The Contingent Beneficiary, if any, will become the Beneficiary
should the Primary Beneficiary die prior to the death of the Insured.

CASH VALUE

The policy Account minus the Surrender Charge.  Surrender Charges are
described on the Cover Page.

COMPANY

Allianz Life Insurance Company of North America.

DEATH BENEFIT

The amount to be paid to the Beneficiary upon the death of the Insured.

INSURANCE RISK AMOUNT

The excess of the Death Benefit over the Policy Account.

INSURED

The  person whose life is covered by this policy.  The Insured is named on the
Coverage Page.

ISSUE DATE

The date when the Insured's life is covered under this policy.  The issue Date
is shown on the Coverage Page.

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 to which premiums can be paid and coverage continued under this
policy.

NET CASH VALUE

The Cash Value minus any Policy Debt.

OWNER

The  person  having  all  rights under this policy.  The Owner as of the Issue
Date is named on the Coverage Page.

POLICY ACCOUNT

The  sum  of  the  amounts in the Fixed Account and in the sub-accounts of the
Variable Account under this plan.

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 30 days after the policy is released to an active status in the
Company's processing system.

SURRENDER CHARGE

Described on the Coverage Page.

________________________________________________________________________

PART 2.  OWNERSHIP OF THE POLICY

The  Owner,  as of the date we issue this policy (Issue Date), is named on the
Coverage Page.  The Owner may be the Insured or someone other than the
Insured.  If another person has become the Owner after the Issue Date, we will
have a record of such change at our Dallas office.

During  the  Insured's life, the Owner may exercise any rights and receive all
benefits described in this policy.

TRANSFER OF OWNERSHIP

The  owner  may transfer ownership of this policy.  We will not be responsible
for  any  payment we make or other action we take before a copy of the written
transfer  is  received  at  our Dallas office.  We are not responsible for the
validity of the transfer.  We may require the policy to record the transfer.

The  new  Owner takes the policy subject to all Policy Debt.  Policy Loans are
discussed in Part 11.

USE OF THE POLICY AS SECURITY

This policy may be used as collateral security for a loan or other obligation.
  This  is  not a transfer of ownership.  The person (bank or other lender) to
whom  the  policy is given as security does not become the Owner.  We will not
be  responsible  for any payment we make or other action we take before a copy
of the security agreement is received at our Dallas office.  We are not
responsible for the validity of the security agreement.

________________________________________________________________________

PART 3.  BENEFICIARIES

We 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.

CHANGE OF BENEFICIARIES

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 our Dallas
office.    We  may  require the policy to record the change.  The request will
take effect when signed, subject to any action we take before receiving it.

IRREVOCABLE BENEFICIARIES

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.

PROCEEDS TO MINORS

If  a  Beneficiary  is a minor, we will make payment to the guardian of his or
her estate.  We may require proof of age of any Beneficiary.

PROTECTING THE PROCEEDS FROM THE CLAIMS OF CREDITORS

Proceeds  payable  to a Beneficiary will be free from the claims of creditors,
to the extent allowed by law.

________________________________________________________________________

PART 4. PAYMENT OF POLICY BENEFITS

We  will  pay  the benefits under this policy if it is still in force upon the
earliest of:

- - the death of the Insured; or

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

- - the Maturity Date shown on the Coverage Page.

This policy will terminate once the benefits become payable.

The  MATURITY DATE is the last date to which premiums can be paid and coverage
continued under this policy.  If the Insured is alive on the Maturity Date and
this  policy  is  still  in force, we will pay a maturity benefit as described
under  Maturity  Benefit  below.  If the Insured dies before the Maturity Date
while  this policy is in force, we will pay a Death Benefit as described under
Death Benefit below.  Coverage will not continue to the Maturity Date if
premiums  paid  and interest credited are not sufficient to keep the policy in
force until the Maturity Date.

The  proceeds  may  be taken in a lump sum or applied under one of our payment
options.    (Our  payment  options are described in the section following Part
12.)  If the proceeds are applied under a payment options, we will issue a new
contract (payment contract).  The date benefits become payable under this
policy will be used as the effective date of the payment contract.


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 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.

OPTION A. The amount of the Death Benefit under Option A 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
from the Table of Death Benefit Factors below.

OPTION B.  The amount of the Death Benefit under Option B 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
from the Table of Death Benefit Factors below.



<TABLE>

<CAPTION>
                     TABLE OF DEATH BENEFIT FACTORS

This table is based on the Insured's age last birthday at the beginning of
the policy year (attained age).


Att Age   DBF   Att Age  DBF   Att Age  DBF   Att Age  DBF   Att Age  DBF   Att Age  DBF
<S>       <C>   <C>      <C>   <C>      <C>   <C>      <C>   <C>      <C>   <C>      <C>
40 below  2.50       50  1.85       60  1.30       70  1.15       80  1.05       90  1.05
41        2.43       51  1.78       61  1.28       71  1.13       81  1.05       91  1.04
42        2.36       52  1.71       62  1.26       72  1.11       82  1.05       92  1.03
43        2.29       53  1.64       63  1.24       73  1.09       83  1.05       93  1.02
44        2.22       54  1.57       64  1.22       74  1.07       84  1.05       94  1.01

45        2.15       55  1.50       65  1.20       75  1.05       85  1.05
46        2.09       56  1.46       66  1.19       76  1.05       86  1.05
47        2.03       57  1.42       67  1.18       77  1.05       87  1.05
48        1.97       58  1.38       68  1.17       78  1.05       88  1.05
49        1.91       59  1.34       69  1.16       79  1.05       89  1.05

</TABLE>


SUICIDE.    If  the  Insured commits suicide, while sane or insane, within two
years from the Issue Date, the amount of the Death Benefit under either Option
A or Option B will be equal to the total premiums paid, less any Partial
Surrenders and any Policy Debt.  If the Insured commits suicide, while sane or
insane,  within  two  years from the effective date of a Face Amount increase,
the  amount  of  the Death Benefit will not include the Face Amount increase. 
But  it  will  include  a return of the monthly insurance risk charges for the
increase and any expense charges we have made for the increase.  If the law of
the  state  where this policy is delivered provides a shorter period, that law
will govern.

We will pay any Death Benefit proceeds to the Beneficiary as described in Part
3.  The proceeds may be taken in a lump sum or applied under one of our
payment options.  During the Insured's life or within 60 days after the
Insured's death, the Owner can choose how the proceeds will be paid.  The
Owner can also limit the Beneficiary's right to withdraw money under a payment
option.    A Beneficiary can choose how the proceeds will be paid if the Owner
has not done so within 60 days after the Insured's death.

CHANGE IN DEATH BENEFIT OPTION

The  Owner  may  change the Death Benefit option after this policy has been in
force for at least one year, subject to the following requirements:

- - the Owner must request the change in writing;

- -  once  the Death Benefit option has been changed, it cannot be changed again
for the next three years;

- - if Death Benefit Option A is to be changed to Option B, the Owner must
submit  proof  satisfactory  to  us that the Insured is still insurable at the
risk  classification  that applies for the Initial Face Amount as shown on the
Coverage Page.  The Face Amount will not change; and

- -  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 Death Benefit option will take effect on the monthly anniversary
date on or following the date we approve the request for the change.

CHANGE IN FACE AMOUNT

The Owner may change the Face Amount of this 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:

- - submit an application for the increase;

- - submit proof satisfactory to us that the Insured is an insurable risk; and

- - 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  shown on the Coverage Page.  A Face Amount increase will take effect
on the monthly anniversary date on or following the day we approve 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:

- - The Guaranteed Coverage Premium will be increased.

- -  The  Monthly Administrative Charge will increase to 20.00 per month for the
twelve months following the increase.

- -  Additional Surrender Charges equal to the Face Amount increase (in 1,000's)
multiplied  by  the Surrender Charge Factors shown on page 4 will apply for 13
years following the increase.

We will furnish a supplement to the Coverage Page that shows:

- - the risk classification and the amount of the increase; and

- - 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:

- -  the monthly anniversary date on or following the day we receive the Owner's
request for the decrease; or

- -  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.  We will not
permit  a Face Amount decrease that would reduce the Initial Face Amount below
the minimum Face Amount shown on the Coverage Page.

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.

We will deduct a charge from the Policy Account when the Face Amount is
decreased.    The  maximum  charge we will deduct each time the Face Amount is
decreased is the lesser of:

- - the total of the current Surrender Charge for the amount of each Face Amount
portion reduced; or

- - 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, or
in the supplement to the Coverage Page, multiplied by the ratio of:

- -  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

- -  the amount of the Surrender Charge in effect for the Face Amount portion at
the time the charge is deducted.

LIMITATION ON CHANGES

We  reserve  the  right  to decline to make any change that we determine would
cause  this  policy  to fail to qualify as life insurance under applicable tax
law as interpreted by us.

SURRENDER BENEFIT

In Part 10 we describe the benefit if the Owner surrenders this policy for its
Net Cash Value.  If this policy is surrendered, the Owner can receive the
proceeds in a lump sum or apply them under one of our payment options.  If the
proceeds  are  to  be  applied under a payment option, we must receive written
notice when the policy is surrendered.

MATURITY BENEFIT

The  amount  of the benefit if this policy is in force on the Maturity Date is
the  Policy  Account  (Part 7) at that time.  We will pay any maturity benefit
proceeds  to  the  Owner.  The Owner can receive the proceeds in a lump sum or
apply them under one of our payment options.

DEDUCTION OF POLICY DEBT FROM BENEFITS

If there is any Policy Debt (Part 11) outstanding when benefits become
payable, we will deduct it from the amount of the benefit otherwise payable.

________________________________________________________________________

PART 5. PREMIUM PAYMENTS

The initial premium for this policy, shown on the Coverage Page, is due before
we  deliver  the  policy.  Premium payments may be made at our Dallas office. 
The  premium  payments required to continue this policy in force are described
in Part 6.

PLANNED  PERIODIC  PREMIUMS.   Planned periodic premiums may be paid annually,
semi-annually,  quarterly  or  monthly.   The planned periodic premium and the
payment  interval in effect on the Issue Date are shown on the Coverage Page. 
The  Owner may change the amount and frequency of premiums.  We have the right
to  limit  the amount of any increase.  Each premium after the initial premium
must  be  at least 25.00.  We may increase this minimum limit 90 days after we
send the Owner written notice of such increase.

UNSCHEDULED  PREMIUMS.  Additional unscheduled premium payments can be made at
any time while this policy is in force.  We have the right to limit the number
and amount of such premium payments.

In order to preserve the favorable tax status of this policy:

- - we may limit the amount of premiums paid; and

- -  we may return any premiums that exceed the limits under the tax laws of the
United States and the state where this policy is delivered.

________________________________________________________________________

PART 6. CONTINUING THE POLICY IN FORCE; TERMINATION OF COVERAGE

The  policy will continue in force each month as long as the Net Cash Value on
the monthly anniversary date at the beginning of that month is large enough to
cover  the  monthly deduction made for that month.  (In Part 7 we describe the
monthly deductions.  In Part 10 we describe the Net Cash Value.)

During  the  first  10  policy years, the Net Cash Value at the beginning of a
policy month may not be large enough to continue this policy in force for that
month.    This  policy will still continue in force for that month if adjusted
premium  payments  as of the monthly anniversary date at the beginning of that
month  are  not  less than Accumulated Guaranteed Coverage Premiums as of that
monthly anniversary date as described below.

TERMINATION.  This policy will terminate on the earliest of the following
dates:

- - the date the Owner surrenders the policy for it Net Cash Value (Part 10); or

- -  the  date the policy terminates because total Policy Debt exceeds the limit
on Policy Debt (Part 11); or

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

- - the Maturity Date; or

- - the end of a 61 day grace period, as described below.

GRACE PERIOD

During the first 10 policy years, 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; and

- - adjusted premium payments are less than accumulated Guaranteed Coverage
Premiums.

Adjusted premium payments as of a monthly anniversary date equal:

- - total premiums we have received on or before that date; minus

- -  any Partial Surrenders the Owner has made on or before that date (Part 10),
and any Policy Debt.

Accumulated Guaranteed Coverage Premiums as of a monthly anniversary date
equal:

- - the Total Guaranteed coverage Premium; multiplied by

- - one plus the number of months this 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, 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.

We will continue this policy in effect for 61 days after a grace period
begins.  If the Insured dies during a grace period, we will deduct the premium
that  would have been required to keep this policy from terminating at the end
of  the  grace  period, as described below, from the amount we would otherwise
pay.

TERMINATION AT END OF GRACE PERIOD

This  policy  will terminate without value at the end of a grace period unless
we  receive  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 our minimum premium requirements as described in
Part 5.

During  the  first  10  Policy Years, the premium required to keep this policy
from terminating at the end of a grace period equals the lesser of:

- - three monthly deductions; or

- -  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, the premium required to keep this policy from
terminating at the end of a grace period equals three monthly deductions.

We  will  notify  the  Owner and any Assignee of record in writing at least 31
days  before  a grace period ends.  The notice will show how much must be paid
to keep this policy from terminating at the end of that grace period.  We will
send  the notice to the Owner's and Assignee's last known addresses we have on
file.

HOW TO REINSTATE THIS POLICY

This  policy  may be reinstated (coverage restored) any time within five years
after it has terminated at the end of a grace period.  To reinstate this
policy the Owner must:

- - submit an application for reinstatement;

- -  submit  proof satisfactory to us that the Insured is still insurable at the
risk  classification  that  applies for the latest Face Amount portion then in
effect;

- - pay or agree to reinstatement of any Policy Debt; and

- - pay the premium required to reinstate the policy, as described below.

The premium required to reinstate the policy equals the total of the following
amounts:

- -  the  amounts  that  would have been required for this 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

- - the amount that will be required for this 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  we approve 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 ended.  The Surrender Charge on the
monthly anniversary date when the grace period ended.

This policy may not be reinstated after:

- - it has been surrendered for its Net Cash Value; or

- - the Insured's Death; or

- - the Maturity Date.

______________________________________________________________________________

PART 7.  THE POLICY ACCOUNT

While this policy is in force, this is how we determine the Policy Account.

On the Issue Date the beginning Policy Account equals:

- - the first premium paid less any premium expense charges shown on the
Coverage Page; minus

- - 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 this
policy.

MONTHLY DEDUCTIONS

At the beginning of each policy month we make a deduction from the Policy
Account.

The monthly deduction for a policy month equals the sum of:

- - the monthly expense charges shown on the Coverage Page and any supplements;

- - the charge for any additional benefit riders for the month; and

- - the insurance risk charge for that month.

CHARGES  FOR ADDITIONAL BENEFIT RIDERS. The amount of the charge, if any, each
month  for  additional benefit riders is calculated as described in the riders
and shown on the Coverage Page of this policy.

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 we multiply:

- - the Insurance Risk Amount for the Face Amount portion for that month divided
by one thousand; by

- -  the cost of insurance rate per one thousand 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:

- - the Death Benefit associated with the Face Amount portion; over

- - 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:

- - the standard cost of insurance rate for that month from the table of
standard cost of insurance rates declared by our Board of Directors (the
declared standard cost of insurance rate); and

- -  an additional rate for any extra mortality risk classification that applies
for  the  Face Amount portion as shown on the Coverage Page, 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:

- - are in the same Face Amount band, sex, and risk classification;

- - take effect when the Insureds are the same age; and

- - have been in force the same length of time.

We  may change the declared cost of insurance rates from time to time based on
our  expectations  as  to  future cost elements such as:  investment earnings,
mortality, persistency, expenses, and taxes.  Any change we make 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 below.  The table is based on the
Insured's  age 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 year measured
from the date the increase took effect

<TABLE>

<CAPTION>
Table of Guaranteed Maximum Standard Monthly Cost of Insurance Rates per 1,000
Insurance Risk Amount

                                        MALE      MALE     FEMALE    FEMALE
          MALE*    FEMALE*            Standard  Standard  Standard  Standard
Att Age  Standard  Standard  Att Age  Non-Smo    Smoker   Non-Smo    Smoker
<S>      <C>       <C>       <C>      <C>       <C>       <C>       <C>
0            0.22      0.16       20      0.14      0.19      0.08      0.10
1            0.09      0.07       21      0.14      0.19      0.09      0.10
2            0.08      0.07       22      0.14      0.19      0.09      0.10
3            0.08      0.06       23      0.13      0.19      0.09      0.10
4            0.08      0.06       24      0.13      0.18      0.09      0.11

5            0.07      0.06       25      0.13      0.18      0.09      0.11
6            0.07      0.06       26      0.12      0.17      0.09      0.11
7            0.06      0.06       27      0.12      0.17      0.10      0.12
8            0.06      0.06       28      0.12      0.17      0.10      0.12
9            0.06      0.06       29      0.12      0.17      0.10      0.13

10           0.06      0.06       30      0.12      0.18      0.10      0.13
11           0.07      0.06       31      0.12      0.18      0.11      0.14
12           0.08      0.06       32      0.13      0.19      0.11      0.14
13           0.09      0.06       33      0.13      0.20      0.12      0.15
14           0.10      0.07       34      0.14      0.21      0.12      0.16

15           0.12      0.07       35      0.14      0.23      0.13      0.17
16           0.13      0.08       36      0.15      0.24      0.13      0.18
17           0.14      0.08       37      0.16      0.26      0.14      0.20
18           0.15      0.08       38      0.17      0.29      0.16      0.22
19           0.16      0.09       39      0.18      0.31      0.17      0.24

                                  40      0.20      0.35      0.18      0.26
                                  41      0.21      0.38      0.20      0.29
                                  42      0.23      0.42      0.21      0.32
                                  43      0.25      0.45      0.23      0.34
                                  44      0.27      0.50      0.24      0.37

                                  45      0.29      0.55      0.26      0.40
                                  46      0.31      0.60      0.28      0.43
                                  47      0.34      0.64      0.29      0.46
                                  48      0.36      0.71      0.31      0.49
                                  49      0.39      0.77      0.34      0.53

                                  50      0.43      0.84      0.36      0.57
                                  51      0.47      0.92      0.39      0.61
                                  52      0.51      1.00      0.42      0.65
                                  53      0.57      1.11      0.46      0.71
                                  54      0.62      1.22      0.49      0.76

                                  55      0.69      1.33      0.53      0.81
                                  56      0.76      1.46      0.57      0.87
                                  57      0.83      1.59      0.61      0.92
                                  58      0.92      1.73      0.65      0.97
                                  59      1.01      1.87      0.69      1.02

</TABLE>



<TABLE>

<CAPTION>

           MALE     MALE*     FEMALE   FEMALE*
         Standard  Standard  Standard  Standard
Att Age  Non-Smo    Smoker   Non-Smo    Smoker
<S>      <C>       <C>       <C>       <C>
60           1.12      2.04      0.74      1.09
61           1.23      2.23      0.80      1.16
62           1.37      2.45      0.88      1.27
63           1.52      2.68      0.97      1.39
64           1.69      2.95      1.08      1.53

65           1.88      3.22      1.20      1.68
66           2.08      3.51      1.32      1.83
67           2.29      3.82      1.44      1.97
68           2.53      4.14      4.57      2.12
69           2.80      4.49      1.71      2.28

70           3.10      4.88      1.88      2.47
71           3.44      5.31      2.08      2.71
72           3.84      5.81      2.33      3.01
73           4.29      6.37      2.64      3.36
74           4.79      6.98      2.98      3.77

75           5.33      7.64      3.38      4.21
76           5.91      8.32      3.80      4.69
77           6.51      9.01      4.26      5.19
78           7.15      9.71      4.76      5.73
79           7.85     10.45      5.32      6.31

80           8.62     11.26      5.96      6.97
81           9.50     12.15      6.70      7.73
82          10.50     13.16      7.56      8.60
83          11.63     14.26      8.55      9.61
84          12.86     15.43      9.65     10.73

85          14.18     16.62     10.86     11.93
86          15.57     17.80     12.17     13.21
87          17.00     19.04     13.59     14.57
88          18.49     20.35     15.13     16.01
89          20.04     21.01     16.79     17.53

90          21.69     23.03     18.61     19.26
91          23.49     24.47     20.64     21.16
92          35.50     26.17     22.97     23.32
93          27.96     28.41     25.80     25.94
94          31.38     31.56     29.59     29.59

95          36.80     36.80     35.37     35.37

</TABLE>




RECLASSIFICATION.  Shortly  before  the insured attains age 20, we will notify
the owner that the insured will be reclassified.  We will include any forms we
need  to  process the reclassification.  For the insured to be classified as a
non-smoker,  we  will require satisfactory evidence that the insured meets our
requirements  for the non-smoker classification.  If the insured qualifies for
the  non-smoker  classification, non-smoker cost of insurance rates will apply
for  policy years beginning on and after the date of approval.  If the insured
does  not  qualify  for the non-smoker classification or we do not receive the
completed  reclassification  forms,  smoker cost of insurance rates will apply
for policy years beginning at age 20.

OTHER DEDUCTIONS  

The following other deductions from the Policy Account are made as they occur:

- -  a  pro  rata  portion of the Surrender Charge for a Face Amount decrease as
   described under Change in Face Amount in Part 4;and

- -  the amount deducted for a Partial Surrender as described under Partial
   Surrenders in Part 10; and

- -  the  amount  deducted for certain transfers as
   described under Transfers in Part 8.

________________________________________________________________________

PART 8. INVESTMENT OPTIONS

ALLOCATIONS

This policy provides investment options for the amount in the Policy Account. 
Amounts  put  into  the Policy Account are allocated to the subaccounts of the
Variable Account and to the unloaned portion of the Fixed Account at the
Owner's  direction.   The initial premium allocation percentages are indicated
in the application for this policy, a copy of which is attached.  These
percentages  will also apply to subsequent premium allocations until the Owner
changes them.

Allocation  percentages  must be zero or a whole number not greater than 100. 
The sum of the premium allocation percentages must equal 100.

We  reserve the right to limit the number of sub-account allocations in effect
at any one time.

Such  allocation  percentages  may  be changed by written notice to our Dallas
office.

The  monthly deduction will be made based on the proportions that the unloaned
values  in  the  Fixed Account and in the sub-accounts of the Variable Account
bear to the total unloaned value in the Policy Account.

Any  premium  received prior to the Reallocation Date will be allocated to the
sub-account invested in the Money Market Fund.

On  the  Reallocation  Date,  the amounts in the Money Market Fund 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
shown on the application for this policy.

TRANSFERS

At the Owner's request we will transfer amounts from the value in any
sub-account  of the Variable Account to one or more of the sub-accounts of the
Variable  Account  or  to  the Fixed Account.  The minimum amount that we will
transfer  from  the value in a sub-account of the Variable Account on any date
is the lesser of the Minimum Transfer Amount shown on the Coverage Page or the
value  in  that sub-account on that date.  The Owner may ask us to 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, we will make
such a transfer only if:

- - we receive such request at least 30 days before that Policy Anniversary; and

- -  the  amount  requested  is not more than the greater of 25% of the unloaned
value  in the Fixed Account on that anniversary of the Minimum transfer Amount
shown on the Coverage Page.

In no event will we transfer more than such unloaned value.  The minimum
amount that we will transfer from the value in the Fixed Account on any Policy
Anniversary is the lesser of the Minimum Transfer Amount shown on the Coverage
Page or the unloaned value in the Fixed Account on that date.

Twelve transfers may be made in a policy year without charge.  We may charge a
transfer fee for additional transfers in a policy year as shown on the
Coverage  Page.    The Owner may tell us how much of each expense charge is to
come  from the unloaned value in the Fixed Account and from the values in each
sub-accounts  of the Variable Account.  If the Owner does not tell us, we will
make  the  expense  charge based on the proportions that the unloaned value in
the  Fixed Account and in the sub-accounts of the Variable Account bear to the
total unloaned value in the Policy Account.

The Owner must make all such requests in writing to our Dallas office.  A
transfer will take effect on the date we receive it at our Dallas office,
except  that  a transfer request from the Fixed Account will be made as of the
Policy Anniversary following the date we receive such request.

POLICY ACCOUNT

The amount in the Policy Account at any time is equal to the sum of the
amounts then in the Fixed Account and in the sub-accounts of the Variable
Account under this policy.

The  amount  in the Fixed Account at any time is equal to the amount allocated
and  transferred  to  it  under this policy, plus the interest credited to it,
minus amounts deducted, transferred, and withdrawn from it under this policy.

We will credit the amount in the Fixed Account with interest at effective
annual  rates  we  determine.  The rates may be different for unloaned values,
the value of any Preferred Debt, and the value of any Non-Preferred Debt (Part
11).   For the value of any Preferred Debt, the interest we credit will not be
less  than  the  Preferred Loan interest rate less 1 1/2%.  Such rates will be
determined in advance of the policy month for which they apply.  Such
effective annual interest rates will not be less than 3 1/2%.

At the end of each policy month we will credit interest on amounts in the
Fixed Account as follows:

- -  on  amounts  that  remain in the Fixed Account for the entire policy month,
from the beginning to the end of the month;

- -  on  amounts allocated to the Fixed Account during the policy month that are
net premium payments or loan re-payments, from the date we receive them to the
end of the policy month;

- -  on  amounts  transferred to the Fixed Account during the policy month, from
the date of the transfer to the end of the policy month; and

- -  on  amounts  deducted or withdrawn from the Fixed Account during the policy
month,  from the beginning of the policy month to the date of the deduction or
Surrender.

________________________________________________________________________

PART 9. THE VARIABLE ACCOUNT

GENERAL DESCRIPTION

The name of the Variable Account is Allianz Life Variable Account A.  The
assets  of  the  Variable Account are our property but are not chargeable with
the  liabilities  arising  out of any other business we may conduct, except to
the  extent  that the assets of the Variable Account exceed the liabilities of
the Variable Account arising under the policies supported by the Variable
Account.

The  assets of the Variable Account are segregated by Eligible Funds and where
appropriate by portfolios within each Eligible Fund, thus establishing a
series of sub-accounts within the Variable Account.

We  may,  from  time to time, add additional Eligible Funds or portfolios.  In
such  event, you may be permitted to select from these other Eligible Funds or
portfolios limited by the terms and conditions we may impose on such
transactions.

We  may  also  substitute  other Eligible Funds or portfolios.  The investment
policy  of  the Variable Account will not be changed without approval pursuant
to  the insurance laws of the State of Minnesota.  If required, approval of or
change of any investment policy will be filed with the Insurance Department of
the state where this policy is delivered.

VALUATION OF ASSETS

Assets of Eligible Funds within sub-accounts will be valued at their net asset
value on each Valuation Date.

METHOD OF DETERMINING SUB-ACCOUNT VALUES

Sub-account  values  will fluctuate in accordance with the underlying Eligible
Fund or Eligible Fund portfolio.  In order to determine sub-account values, we
utilize  sub-account  valuation  units.  The value of a unit applicable during
any Valuation Period is determined at the end of that period.

When  we  first  purchased  assets of an Eligible Fund for a sub-account, 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 shown on the Coverage Page;
minus

    3. the daily charge for administrative expense shown on the coverage Page;
plus or minus

  4. a charge or credit for any tax provision established for the sub-account.

    (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.

________________________________________________________________________

PART 10. CASH VALUES

The Cash Value equals:

- - the Policy Account; minus

- - the Surrender Charge.

The  Surrender Charges for each policy year are shown on the Coverage Page and
any supplements.

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 the year Surrender
Charges and the portion of the year that has been completed.

When this policy terminates, the Policy Account may be less than the Surrender
Charge.   If so, the Owner will not have to pay the difference to us.  If this
policy is reinstated, the Surrender Charge will also be reinstated as
described in Part 6.

The Net Cash Value equals:

- - the Cash Value; minus

- - any Policy Debt (Part 11).

During the Insured's life the Owner may:

- - take loans based on the Cash Value, as explained in Part 11;

- - make Partial Surrenders as explained below; and

- - surrender this policy for its Net Cash Value, as explained below.

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 shown on the Coverage Page.  The Partial Surrender
may not exceed the Net Cash Value, less $300.

We will make a Surrender Charge when a Partial Surrender is made.  The maximum
Surrender Charge we will make is the lesser of $50 or 2% of the Partial
Surrender Amount plus a portion of the Surrender Charge equal to:

- - the percentage of the Cash Value being withdrawn; multiplied by

- - the Surrender Charge then in effect.

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.

When  a Partial Surrender is made, the amount of the Partial Surrender and the
Surrender  Charge,  if  any, will be deducted from the Policy Account.  Future
Surrender Charges will also be reduced proportionately for any Surrender
Charge made.

The  Owner may tell us how much of each Partial Surrender and Surrender Charge
is  to  come  from  the unloaned value in the Fixed Account and from values in
each  of  the  sub-accounts of a Variable Account.  If the Owner does not tell
us, or we cannot make the Surrender on the basis of the Owner's directions, we
will  make  the  Surrender based on the proportions that the unloaned value of
the  Fixed Account and 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:

- - the Death Benefit at the time the Partial Surrender is made; over

- - the Face Amount at the time the Partial Surrender is made.

But 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.

We will not permit a Partial Surrender that would reduce the Face Amount below
the minimum Face Amount shown on the Coverage Page.

We may limit the number of Partial Surrenders in a policy year, but this limit
will not be less than one.

SURRENDERING THE POLICY FOR ITS NET CASH VALUE

The  Owner  may  surrender  this policy and receive the Net Cash Value anytime
during the Insured's life and before the policy has terminated.

The surrender will take effect on the later of:

- - the date we receive the Owner's written request for the surrender value; or

- - the date the Owner requests, in writing, for the surrender to take effect.

This policy and all coverage under it will terminate at 12:01 a.m. at our
Dallas office on the date the surrender takes effect.

________________________________________________________________________

PART 11. POLICY LOANS

We  will  loan  money  to the Owner at the loan interest rate we establish for
each  year during which the loan is outstanding.  The request by the Owner for
a loan must be made in writing, to our Dallas office.

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 Policy
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  unloaned  balance in the Fixed Account, a transfer of
values from the sub-accounts of the Variable Account to the Fixed Account will
be made, 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, we 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.

LOAN INTEREST CHARGED

There  may  be a lower declared loan interest rate each year for the Preferred
Loan  than  for  the  Non-Preferred Loan.  We 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 we will use for Preferred and Non-Preferred
Loans for a policy (the maximum allowable rate) are the greater of:

- -  the  guaranteed  interest  rate for the Fixed Account shown on the Coverage
Page for a policy year plus 1%; or

- - 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, we will use a substantially similar
average  approved  by  the insurance department in the state where this policy
was delivered to determine the maximum allowable rate.

If  the  maximum  allowable rate for a policy year is at least 1/2% lower than
the loan interest rate in effect for the previous policy year, we 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, we may
increase either loan interest rate to not more than the maximum allowable
rate.

We will not use a loan interest rate for any policy year that exceeds 15%.

We 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 applied to an existing Policy Loan is
increased, we 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, we will transfer values from the sub-accounts of the
Variable  Account to the Fixed Account, if such values are available, based on
the  proportion  that  each  sub-account value bears 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 applicable
loan rates.


LOAN LIMIT

A loan may be for any amount which does not exceed the loan limit.

The loan limit equals:

- - the Cash Value on the date the loan is made; minus

- - interest for the rest of the current policy year; minus

- - any existing Policy Debt.

SECURITY

This 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 this policy
is in force.  We have 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 a repayment of debt, rather than as premium, unless we are instructed
otherwise.

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, we can terminate the policy.  The policy will
terminate 61 days after we have mailed written notice to the Owner and to
anyone  who  is  relying  on the policy as collateral security as shown on our
records.  Notice will be sent to the last known addresses we have on file.

________________________________________________________________________

PART 12. OTHER PROVISIONS

This part contains important general provisions.

THE CONTRACT

The Policy, the application and any attached riders and endorsements
constitute  the  complete  agreement between the Owner and us.  We have issued
the policy in exchange for the information provided in the application and the
payment of premiums.

Any change in the terms of our policy must be made in writing.  Only our
President or Secretary is authorized to change or waive the terms of the
policy.   No agent or other person has authority to waive a complete answer to
any  question  in the application, change or waive any terms of the policy, or
waive any of our other rights or requirements.

LIMITATIONS ON CONTESTING THE POLICY

We consider statements made in the application by the applicant to be
representations and not warranties.  We may contest any Face Amount portion of
this  policy if we rely on a material misrepresentation in the application for
issue or reinstatement of that Face Amount portion, a copy of which was
attached to the policy when issued, or was mailed to the Owner when the policy
was reinstated or when the Face Amount was increased.

We  may not contest any Face Amount portion after it has been in effect during
the Insured's lifetime for two years from its effective date or from the
effective date of reinstatement.  Afterwards, we can only contest for not
paying premiums.

MISSTATEMENT OF AGE OR SEX

If  the Insured's age or sex is misstated in the application, the benefits for
this  policy and any additional benefit riders will be adjusted.  The adjusted
benefits for the policy will be the insurance risk amount which the last
monthly  deduction  made would have provided for the Insured's correct age and
sex plus the Net Cash Value.  The adjusted benefits for any additional benefit
rider  will be those which the last monthly deduction made would have provided
for the Insured's correct age and sex.

MISSTATEMENT OF TOBACCO USE

If the answers in the application concerning use of tobacco by the Insured are
not  correct,  the  benefits for this policy and any additional benefit riders
will  be adjusted.  The adjusted benefits for the policy will be the insurance
risk  amount  which the last monthly deduction made would have provided if the
correct answers had been given, plus the Net Cash Value.  The adjusted
benefits  for any additional benefit rider will be the amount the last monthly
deduction made would have provided if the correct answers had been given.

BASIS USED FOR CALCULATIONS

The  guaranteed  maximum standard monthly cost of insurance rates are based on
the 1980 Commissioner's Standard Ordinary Smoker and Non-Smoker, Male and
Female Mortality Tables (age last birthday), as appropriate.

Minimum  cash  values  are  calculated according to the standard nonforfeiture
law.   The calculations are based on the 1980 Commissioner's Standard Ordinary
Smoker  and  Non-smoker, Male and Female Mortality Tables (age last birthday),
as  appropriate, and the guaranteed interest rate shown on the Coverage Page. 
All policy values meet the standard non-forfeiture law requirements.

A detailed statement of our computation method for all values and reserves has
been  filed  with  the  insurance department of the state where this policy is
delivered.  All values and reserves are equal to or greater than those
required by the laws of such state.

DELAY OF PAYMENTS

We will make any payments or loans under this policy within 7 business days of
a  request  received in good order.  We reserve the right to postpone any type
of payment from the Variable Account for any period when:

1.  The New York Stock Exchange is closed for other than customary weekend and
holiday closings;

2. trading on the Exchange is restricted;

3.  an  emergency exists as a result of which it is not reasonably practicable
to dispose of securities held in the Variable Account or determine their
value; or

4.  the Securities and Exchange Commission so permits delay for the protection
of security holders.

The  applicable rules of the Securities and Exchange Commission will govern as
to whether the condition in (2) or (3) exist.

CHANGE OF PLAN

The Owner may exchange this policy for a similar one on another plan of
insurance.  Any such change of plan is subject to our approval and the
requirements and payment we may determine.

ANNUAL REPORT

For each policy year we will send the Owner a report for this policy that
shows

- - the current Death Benefit;
- - the value in the Fixed Account;
- - the number of units, the unit value and the total value in each of the
  sub-accounts of a Variable Account;
- - the Cash Value;
- - any outstanding policy loan with the current loan interest rate;
- - the premiums paid; and
- - policy transactions for the year.

For the sub-accounts of a Variable Account it will show;

- - the dollar amount of each transaction;
- - the number of units involving in the transaction; and
- - the unit value on the date of the transaction.

The  report  will  also  show such other information as may be required by the
insurance  supervisory  official  of  the jurisdiction in which this policy is
delivered.

________________________________________________________________________
THE PAYMENT OPTIONS

THE INTEREST OPTIONS

Proceeds held under the Interest Options will earn interest from the effective
date  of  the  payment contract.  Interest will be at the rate we declare each
year.    We  guarantee  the interest rate will not be less than a 3% effective
annual rate.

The  right to withdraw money under the Interest Options will be as agreed upon
when the option is selected.

1(a)  INTEREST  ACCUMULATION.  The proceeds will be left to grow with compound
interest for a period of not more than 25 years.

1(b)  INTEREST INCOME. The proceeds will be left to earn interest for a period
of  not  more  than 25 years.  We will pay interest at the end of each month. 
Quarterly,  semi-annual  or  annual  interest payments may be selected instead
with our approval.

THE INSTALLMENT INCOME OPTIONS

We  will  pay monthly income for a selected term or amount.  The first payment
is  due on the effective date of the payment contract.  Quarterly, semi-annual
or annual payments can be selected instead of monthly payments with our
approval.

The  right  to  withdraw money under the Installment Income Options will be as
agreed upon when the option is elected.

2(a)  INCOME FOR A SELECTED TERM.  We will make equal monthly payments for the
number  of years selected (up to 30 years).  We guarantee the monthly payments
for  each  $1000  of proceeds applied will not be less than those shown in the
table  below.    This  table is based on interest guaranteed at a 3% effective
annual rate.



<TABLE>

<CAPTION>
INSTALLMENT INCOME PAYMENTS FOR A SELECTED TERM

       MONTHLY         MONTHLY         MONTHLY
YEARS  INCOME   YEARS  INCOME   YEARS  INCOME
<S>    <C>      <C>    <C>      <C>    <C>
1        84.47     11     8.86     21     5.32
2        42.86     12     8.24     22     5.15
3        28.99     13     7.71     23     4.99
4        22.06     14     7.26     24     4.84
5        17.91     15     6.87     25     4.71

6        15.14     16     6.53     26     4.59
7        13.16     17     6.23     27     4.48
8        11.68     18     5.96     28     4.37
9        10.53     19     5.73     29     4.27
10        9.61     20     5.51     30     4.18

</TABLE>


2(b)  INCOME  OF A SELECTED AMOUNT.  We will make equal monthly payments of an
amount selected.  Payments will continue until the proceeds, including
interest, have been paid.  We guarantee interest at a 3% effective annual
rate.

THE LIFE INCOME AND LIFE AND SURVIVOR INCOME OPTIONS

LIFE INCOME.  Payments depend on the life if a named person.  We will pay
monthly  income  to the named person for the certain period selected, and then
for  as  long  as  the named person is alive.  The first payment is due on the
effective date of the payment contract.  Quarterly, semi-annual or annual
payments can be selected instead of monthly payments with our approval.

3(a) PAYMENTS FOR LIFE ONLY. We will make equal monthly payments for the
lifetime of the named person.  Payments will stop when he or she dies.

3(b)  PAYMENTS  FOR AT LEAST 10 YEARS. We will make equal monthly payments for
10 years and then for as long as the named person is alive.

3(c)  PAYMENTS  FOR AT LEAST 20 YEARS. We will make equal monthly payments for
20 years and then for as long as the named person is alive.

3(d)  INSTALLMENT  REFUND (PAYMENT OF THE AMOUNT APPLIED IS CERTAIN).  We will
make equal monthly payments until we have paid the amount applied and then for
as long as the named person is alive.

LIFE AND SURVIVOR INCOME (PAYMENTS CONTINUE TO SURVIVOR).  Each payment
depends  on  the  lives of two named persons.  The first payment is due on the
effective date of the payment contract.

4.  LIFE AND SURVIVOR INCOME, 10 YEARS CERTAIN.  We will make monthly payments
to  the named persons jointly for 10 years.  Then, full payments will continue
as  long  as  either  named person is alive.  Quarterly, semi-annual or annual
payments can be selected instead of monthly payments with our approval.

The  money  applied under a Life Income Option or the Life and Survivor Income
Option cannot be withdrawn once payments begin.



  TABLE OF GUARANTEED MONTHLY INCOME RATES FOR LIFE INCOME AND LIFE AND
  SURVIVOR INCOME PAYMENT OPTIONS

             (Income rates for male payees; Life and survivor income rates for
payees of the same age and opposite sex)

We  guarantee  the  monthly income payments for each 1,000 of proceeds applied
under  one  of  the Life Income Options or the Life and Survivor Income Option
will  not  be  less than shown in the table below.  This table is based on the
age (last birthday) on the effective date of the payment contract of the named
person  or  persons whose life payments depend upon.  The values shown for the
Life  Income  Options  are for payment contracts which depend on the life of a
male  named person.  The values shown for the Life and Survivor Income Options
are  for  payment  contracts which depend on the lives of two name persons who
are  the  same age and opposite sex.  We may require proof of a named person's
date of birth.  This table is based on interest guaranteed at a 3 1/2%
effective annual rate.

We will furnish upon request the minimum income rates that apply for a payment
contract which depends on:

- - the life of a female named person; or

- -  the lives of two named persons who are not the same age or who are the same
sex; or

- - the life if a named person or two named persons who are not classified
according to sex.

<TABLE>

<CAPTION>

OPTION:
           3 (a)          3 (b)            3 (c)            3 (d)               4
                         10 yrs.          20 yrs.
         Life Only   Certain & Life   Certain & Life   Install. Refund   Life & Survivor
Age
<S>      <C>         <C>              <C>              <C>               <C>
25*            3.08             3.08             3.07              3.06             2.92
26             3.10             3.09             3.09              3.08             2.93
27             3.11             3.11             3.10              3.09             2.94
28             3.13             3.13             3.12              3.11             2.95
29             3.15             3.15             3.14              3.13             2.96

30             3.17             3.17             3.16              3.15             2.97
31             3.19             3.19             3.18              3.17             2.99
32             3.21             6.21             3.20              3.19             3.00
33             3.24             3.23             3.22              3.21             3.01
34             3.26             3.26             3.24              3.25             3.03

35             3.29             3.28             3.27              3.25             3.04
36             3.31             3.31             3.29              3.28             3.06
37             3.34             3.34             3.32              3.30             3.07
38             3.37             3.37             3.35              3.33             3.09
39             3.41             3.40             3.38              3.36             3.11

40             3.44             3.43             3.41              3.38             3.13
41             3.48             3.47             3.44              3.42             3.15
42             3.51             3.50             3.47              3.45             3.17
43             3.55             3.54             3.51              3.48             3.20
44             3.60             3.58             3.54              3.51             3.22

45             3.64             3.63             3.58              3.55             3.25
46             3.69             3.67             3.62              3.59             3.27
47             3.73             3.72             3.66              3.63              3.3
48             3.79             3.76             3.70              3.67             3.33
49             3.84             3.81             3.75              3.71             3.36

50             3.89             3.87             3.79              3.75             3.40
51             3.95             3.92             3.84              3.80             3.43
52             4.02             3.98             3.89              3.85             3.47
53             4.08             4.05             3.94              3.90             3.51
54             4.15             4.11             3.99              3.95             3.55

<FN>
*Age 25 and below
</TABLE>




<TABLE>

<CAPTION>
TABLE OF GUARANTEED MONTHLY INCOME RATES FOR LIFE INCOME AND LIFE AND SURVIVOR INCOME
PAYMENT OPTIONS (CONT.)

OPTION:
           3 (a)          3 (b)            3 (c)            3 (d)               4
                         10 yrs.          20 yrs.
         Life Only   Certain & Life   Certain & Life   Install. Refund   Life & Survivor
Age
<S>      <C>         <C>              <C>              <C>               <C>
55             4.23             4.18             4.05              4.01             3.59
56             4.30             4.25             4.10              4.07             3.64
57             4.39             4.33             4.16              4.13             3.69
58             4.47             4.41             4.22              4.20             3.74
59             4.57             4.50             4.28              4.27             3.80

60             4.67             4.59             4.34              4.34             3.86
61             4.78             4.69             4.41              4.42             3.92
62             4.89             4.79             4.47              4.50             3.99
63             5.02             4.89             4.53              4.59             4.07
64             5.15             5.01             4.60              4.69             4.14

65             5.29             5.13             4.66              4.79             4.23
66             5.44             5.25             4.72              4.89             4.31
67             5.61             5.38             4.78              5.00             4.41
68             5.78             5.51             4.85              5.12             4.51
69             5.97             5.65             4.90              5.24             4.62

70             6.16             5.80             4.96              5.36             4.74
71             6.37             5.95             5.01              5.49             4.86
72             6.60             6.10             5.06              5.62             5.00
73             6.84             6.26             5.11              5.75             5.15
74             7.09             6.43             5.15              5.88             5.30

75             7.37             6.59             5.19              6.01             5.47
76             7.66             6.76             5.22              6.13             5.65
77             7.98             6.93             5.26              6.26             5.85
78             8.31             7.10             5.28              6.28             6.06
79             8.68             7.27             5.31              6.49             6.29

80             9.06             7.43             5.33              6.59             6.53
81             9.48             7.60             5.34              6.69             6.79
82             9.92             7.76             5.36              6.77             7.08
83            10.39             7.91             5.37              6.85             7.38
84*           10.90             8.05             5.38              6.92             7.71

<FN>
*Age 84 and above
</TABLE>


TABLE OF GUARANTEED MONTHLY INCOME RATES FOR LIFE INCOME AND LIFE AND SURVIVOR
INCOME PAYMENT OPTIONS

(Income  rates for female payees; Life and survivor income rates for payees of
the same age and opposite sex)

We  guarantee  the monthly income payments for each $1,000 of proceeds applied
under  one  of  the Life Income Options or the Life and Survivor Income Option
will  not  be  less than shown in the table below.  This table is based on the
age (last birthday) on the effective date of the payment contract of the named
person  or  persons whose life payments depend upon.  The values shown for the
Life  Income  Options  are for payment contracts which depend on the life of a
female named person.  The values shown for the Life and Survivor Income
Options are for payment contracts which depend on the lives of two name
persons who are the same age and opposite sex.  We may require proof of a
named person's date of birth.  This table is based on interest guaranteed at a
3 1/2% effective annual rate.

We will furnish upon request the minimum income rates that apply for a payment
contract which depends on:

the life of a male named person; or

the  lives  of  two named persons who are not the same age or who are the same
sex; or

the life if a named person or two named persons who are not classified
according to sex.
<TABLE>

<CAPTION>

OPTION:
           3 (a)          3 (b)            3 (c)            3 (d)               4
                         10 yrs.          20 yrs.
         Life Only   Certain & Life   Certain & Life   Install. Refund   Life & Survivor
Age
<S>      <C>         <C>              <C>              <C>               <C>
25*            2.99             2.99             2.99              2.98             2.92
26             3.00             3.00             3.00              2.99             2.93
27             3.01             3.01             3.01              3.01             2.94
28             3.03             3.03             3.02              3.02             2.95
29             3.04             3.04             3.04              3.03             2.96

30             3.06             3.05             3.05              3.05             2.97
31             3.07             3.07             3.07              3.06             2.99
32             3.09             3.09             3.08              3.08             3.00
33             3.11             3.10             3.10              3.09             3.01
34             3.12             3.12             3.12              3.11             3.03

35             3.14             3.14             3.14              3.13             3.04
36             3.16             3.16             3.16              3.15             3.06
37             3.19             3.18             3.18              3.17             3.07
38             3.21             3.21             3.20              3.19             3.09
39             3.23             3.23             3.22              3.21             3.11

40             3.26             3.26             3.25              3.23             3.13
41             3.29             3.28             3.27              3.26             3.15
42             3.31             3.31             3.30              3.28             3.17
43             3.34             3.34             3.32              3.31             3.20
44             3.37             3.37             3.35              3.34             3.22

45             3.41             3.40             3.38              3.37             3.25
46             3.44             3.44             3.42              3.40             3.27
47             3.48             3.47             3.45              3.43             3.30
48             3.52             3.51             3.48              3.46             3.33
49             3.56             3.55             3.52              3.50             3.36

50             3.60             3.59             3.56              3.53             3.40
51             3.65             3.64             3.60              3.57             3.43
52             3.69             3.68             3.64              3.61             3.47
53             3.75             3.73             3.69              3.65             3.51
54             3.80             3.78             3.73              3.70             3.55

<FN>
*Age 25 and below
</TABLE>



<TABLE>

<CAPTION>

OPTION:
           3 (a)          3 (b)            3 (c)            3 (d)               4
                         10 yrs.          20 yrs.
         Life Only   Certain & Life   Certain & Life   Install. Refund   Life & Survivor
Age
<S>      <C>         <C>              <C>              <C>               <C>
55             3.86             3.84             3.78              3.74             3.59
56             3.92             3.90             3.83              3.79             3.64
57             3.98             3.96             3.88              3.84             3.69
58             4.05             4.02             3.94              3.90             3.75
59             4.12             4.09             3.99              3.95             3.80

60             4.20             4.16             4.05              4.01             3.86
61             4.28             4.24             4.11              4.08             3.92
62             4.37             4.32             4.18              4.14             3.99
63             4.46             4.41             4.24              4.21             4.07
64             4.56             4.50             4.31              4.29             4.14

65             4.67             4.60             4.38              4.37             4.23
66             4.78             4.70             4.44              4.46             4.31
67             4.90             4.81             4.51              4.55             4.41
68             5.04             4.92             4.58              4.65             4.51
69             5.18             5.05             4.66              4.75             4.62

70             5.33             5.18             4.72              4.86             4.74
71             5.50             5.32             4.79              4.98             4.86
72             5.68             5.47             4.86              5.11             5.00
73             5.87             5.62             4.92              5.24             5.15
74             6.08             5.78             4.98              5.38             5.30

75             6.31             5.95             5.04              5.52             5.47
76             6.55             6.12             5.09              5.67             5.65
77             6.82             6.30             5.14              5.81             5.85
78             7.10             6.48             5.18              5.96             6.06
79             7.41             6.67             5.22              6.10             6.29

80             7.75             6.86             5.25              6.23             6.53
81             8.11             7.05             5.28              6.36             6.79
82             8.50             7.24             5.30              6.48             7.08
83             8.92             7.43             5.33              6.59             7.38
84*            9.38             7.61             5.34              6.69             7.71

<FN>
*Age 84 and above
</TABLE>


MORE INFORMATION ABOUT OUR PAYMENT OPTIONS

OTHER  SELECTIONS.    We may agree to other Installment Income, Life Income or
Life and Survivor Income options.  A person receiving benefits under a payment
option may transfer any withdrawal value to another available option.

RIGHT TO INCREASE MONTHLY INCOME.  A person who is applying proceeds from this
contract under a payment option may make an extra contribution to increase the
income he or she will receive.  We will use the same rates as are used for the
proceeds to determine the additional income the extra contribution will
provide.  We may make a charge which will not exceed 2% of the extra
contribution plus any premium tax required.  We may limit the extra
contribution to an amount equal to the proceeds.

AMOUNTS  TOO  SMALL.   If income payments would be less than 20, we may change
the frequency of payments or pay the proceeds in cash.  Amounts less than
5,000 may not be applied under any payment option except interest
Accumulation, unless we agree.

AUTOMATIC  CANCELLATION.    A  previous election of a payment option for death
benefits will be canceled if:

- - ownership of this contract is transferred; or

- - the beneficiary is changed

PAYMENTS  TO  MINORS.  While a person named to receive benefits is a minor, we
will  make  all payments to the guardian of his or her estate.  We may require
proof of age of any such person.

PAYMENT  AFTER  ALL  PERSONS RECEIVING BENEFITS DIE.  If all persons receiving
benefits  under  a  payment contract die, we will make a single payment of any
amount still due.  The single payment will be:

- - any money we are holding under an Interest Option; or

- -  the  present  value  of any unpaid installments under an Installment Income
Option; or

- - the present value of any remaining certain period payments under a Life
Income Option of the Life and Survivor Income Option.

The owner may name a person to receive the single payment.  The person
receiving  benefits can name someone if the owner did not.  If no one has been
named, the payment will be made to the estate of the person receiving
benefits.

________________________________________________________________________

WHERE TO FIND IT

additional surrender charges
anniversaries
annual reports
basis of calculations
beneficiaries
cash surrender benefit
cash value
contesting the policy
coverage page
death benefit options
decrease in face amount
grace period
guaranteed coverage premium
guaranteed interest rate
guaranteed monthly cost of insurance rates
increase in face amount
increase in guaranteed coverage premium
interest rates
loans
maturity benefit
maturity date
misstatement of age or sex
misstatement of tobacco use
monthly deductions
monthly expense charges
ownership
partial surrenders
policy dates
policy debt
premium payments
reinstating the policy
suicide
surrender charge factors for face amount increases
table of death benefit factors
termination of coverage
transferring the policy
use of policy as collateral security

______________________________________________________________________________
<TABLE>

<CAPTION>

<S>             <C>
(Allianz Logo)  ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
                Home Office:  Minneapolis, Minnesota
                Individual Division:
                P.O. Box 500, Dallas, Texas 75221
                A Stock Company

</TABLE>

______________________________________________________________________________

VUL.   A flexible premium variable life insurance policy with adjustable Death
Benefit.    Insurance  is payable at the Insured's death prior to the Maturity
Date and prior to termination of coverage.  Values provided by this policy are
based on declared interest rates, and on the investment experience of the
Variable Account which is set forth on the coverage Page.  They are not
guaranteed  as  to  dollar  amount.  The Cash Value is payable on the Maturity
Date if the Insured is living.  This is a non-participating policy.





                            PARTICIPATION AGREEMENT
                                     Between
                            FRANKLIN VALUEMARK FUNDS
                                       and
                    NORTH AMERICAN LIFE AND CASUALTY COMPANY

THIS AGREEMENT, effective the 1st day of January, 1990 by and between North
American Life and Casualty Company, a Minnesota corporation (hereinafter the
"Company") on its own behalf and on behalf of one or more segregated asset
accounts of the Company or its affiliates (hereinafter the "Account"), and
Franklin Valuemark Funds, a Massachusetts business trust (hereinafter the
"Trust").

WHEREAS, the Trust engages in business as an open-end management investment
company and is available to act as the investment vehicle for separate accounts
established for variable life insurance policies and variable annuity contracts
(collectively, the "Variable Insurance Products") to be offered by the Company
and its affiliates (hereinafter the "Company"); and

WHEREAS, the beneficial Interest in the Trust is divided into several series of
shares, each designated a "Fund" and each representing the interests in a
particular managed pool of securities and other assets; and

WHEREAS, the Trust has obtained an order from the Securities and Exchange
Commission, dated September 7, 1989 (File No. 812-7303), granting the Company
and variable annuity and variable life insurance separate accounts exemptions
from certain provisions of the Investment Company Act of 1940, as amended,
(hereinafter the "1940 Act") and certain Rules thereunder, to the extent
necessary to permit shares of the Trust to be sold to and held by variable
annuity and variable life insurance separate accounts of the Company
(hereinafter the "Mixed Funding Exemptive Order"); and

WHEREAS, the Trust is registered as an open-end management investment company
under the 1940 Act and its shares are registered under the Securities Act of
1933, as amended (hereinafter the "1933 Act"); and

WHEREAS, the company has registered or will register certain variable annuity
and/or life insurance contracts under the 1933 Act (hereinafter "Contracts");
and

WHEREAS, the Account is a duly organized, validly existing segregated asset
account, established by resolution of the Board of Directors of the Company, to
set aside and invest assets attributable to the aforesaid variable contracts
(the Contract(s) and the Account(s) covered by this Agreement, and the
corresponding Funds covered by this Agreement in which the Account(s) invest,
are specified in Schedule A attached hereto as may be modified from time to
time); and

WHEREAS, the Company has registered or will register the Account as a unit
investment trust under the 1940 Act; and

WHEREAS, to the extent permitted by applicable insurance laws and regulations,
the Company intends to purchase shares in the Fund on behalf of the Account to
fund the Contracts;

NOW, THEREFORE, in consideration or their mutual promises, the Trust and the
Company agree as follows:

ARTICLE 1. SALE OF TRUST SHARES

1.1 The Trust agrees to sell to the company those shares of the Trust which the
Account orders, executing such orders on a daily basis at the net value next
computed after receipt by the Trust or its designee of the order for the shares
of the Trust. For purposes of this Section 1.1, the Company shall be the
designee of the Trust for receipt of such orders and receipt by such designee
shall constitute receipt by the Trust; provided that the Trust received notice
of such order by 9:30 a.m. New York time on the next following business day.
"Business Day" shall mean any day on which the New York Stock Exchange is open
for trading and on which the Trust calculates its net asset value pursuant to
the rules of the Securities and Exchange Commission.

1.2. The Trust agrees to make Trust shares available for the duration or this
Agreement for purchase at the applicable net asset value per share by the
Company and its Account on those days on which the Trust calculates its net
asset value pursuant to rules of the Securities and Exchange Commission and the
Trust shall use reasonable efforts to calculate such net asset value on each day
on which the New York Stock Exchange is open for trading. Notwithstanding the
foregoing, the Board of Trustees of the Trust (hereinafter the "Trustees") may
refuse to sell shares of any Funds to any person, or suspend or terminate the
offering of shares of any Fund if such action is required by law or regulatory
authorities having jurisdiction or is, in the sole discretion of the Trustees
acting in good faith and in light of their fiduciary duties under federal and
any applicable state laws, necessary in the best interests of the shareholders
of such Fund.

1.3. The Trust agrees that shares of the Trust will be sold only to the Company
and their separate accounts. No shares of any Fund will be sold to the general
public.

1.4. The Trust agrees to redeem for cash, on the Company's request, any full or
fractional shares of the Trust held by the Company, executing such requests on a
daily basis at the net asset value next computed after receipt by the Trust or
its designee of the request for redemption. For purposes of this Section 1.4,
the Company shall be the designee of the Trust for receipt of requests for
redemption and receipt by such designee shall constitute receipt by the Trust
provided that the Trust receives notice of such request for redemption by 9:30
a.m. New York time on the next following Business Day.

1.5. The company shall pay for the Trust shares on the next Business Day after
an order to purchase shares is made in accordance with the provisions of Section
1.1 hereof. Payment shall be in federal funds transmitted by wire or by a credit
for any shares redeemed.

1.6. Issuance and transfer of the Trust's shares will be by book entry only.
Stock certificates will not be issued to the Company or the Account. Shares
ordered from the Trust will be recorded in an appropriate title for the Account
or the appropriate subaccount of the Account.

1.7. The Trust shall furnish same day notice (by wire or telephone followed by
written confirmation) to the Company of any income, dividends or capital gain
distributions payable on the Trust's shares. The Company hereby elects to
receive all such dividends and distributions as are payable on the Fund shares
in additional shares of that Fund. The Company reserves the right to revoke this
election and to receive all such dividends and distributions in cash. The Trust
shall notify the Company of the number of shares so issued as payment of such
dividends and distributions.

1.8. The Trust shall make the net asset value per share for each Portfolio
available to the Company on a daily basis as soon as reasonably practical after
the net asset value per share is calculated and shall use its best efforts to
make such net asset value per share available by 6:30 p.m. New York time.

ARTICLE II.  REPRESENTATIONS AND WARRANTIES

2.1. The Company represents and warrants that the Contracts are or will be
registered under the 1933 Act (or exempt therefrom), that the Contracts will be
issued and sold in compliance in all material respects with all applicable
federal and state laws and that the sale of the Contracts shall comply in all
material respects with state insurance suitability requirements. The Company
further represents and warrants that it is an insurance company duly organized
and in good standing under applicable law and that it has legally and validly
established the Account as a segregated asset account under Minnesota law and
has registered or, prior to any issuance or sale of the Contracts, will register
the Account as a unit investment trust in accordance with the provisions of the
1940 Act (unless exempt therefrom) to serve as a segregated investment account
for the Contracts.

2.2. The Trust represents and warrants that Trust shares sold pursuant to this
Agreement shall be registered under the 1933 Act, duly authorized for issuance
and sold in compliance with the laws or Massachusetts and all applicable federal
and state securities laws and that the Trust is and shall remain registered
under the 1940 Act. The Trust shall amend the Registration Statement for its
shares under the 1933 Act and the 1940 Act from time to time as required in
order to affect the continuous offering of its shares. The Trust shall register
and qualify the shares for sale in accordance with the laws of the various
states only if and to the extent deemed advisable by the Trust.

2.3. The Trust represents that the Trust is currently qualified as a Regulated
Investment Company under Subchapter M of the Internal Revenue Code of 1986, (the
"Code") and that every effort will be made to maintain such qualifications
(under Subchapter M or any successor or similar provision) and that the Trust
will notify the Company immediately upon having a reasonable basis for believing
that the Trust has ceased to so qualify or that the Trust might not so qualify
in the future.

2.4. The Trust undertakes to have a Board of Trustees, a majority of whom are
not interested persons of the Trust, formulate and approve of any plan under
Rule 12b-1 to finance distribution expenses.

2.5. The Trust represents that it will sell and distribute the Trust shares in
accordance with all applicable state and federal securities laws, including
without limitation the 1933 Act, the 1934 Act, and the 1940 Act.

2.6. The Trust represents that it is lawfully organized and validly existing
under the laws of the State of Massachusetts and that it does and will comply
with the 1940 Act.

ARTICLE III. PROSPECTUS AND PROXY STATEMENTS; VOTING

3.1. The Trust shall provide the Company (at the Trust's expense) with as many
copies of the Trust's current prospectus as the Company may reasonably request.
If requested by the Company in lieu thereof, the Trust shall provide such
documentation (including a final "camera ready" copy of the new prospectus as
set in type at the Trust's expense) and other assistance as is reasonably
necessary in order for the Company once a year (or more frequently if the
prospectus for the Trust is supplemented or amended) to have the prospectus for
the Contracts and the Trust's prospectus printed together in one document (such
printing to be at the Trust's expense).

3.2. The Trust's prospectus shall state that the Statement of Additional
Information for the Trust is available from the Trust. The Trust, at its
expense, shall print and provide such Statement free of charge to the Company
and to any owner of a contract or prospective owner who requests such Statement.

3.3. The Trust, at its expense, shall provide the Company with copies of its
proxy material, reports to stockholders and other communications to stockholders
in such quantity as the Company shall reasonably require for distributing to
Contract owners.

3.4. If and to the extent required by law (or the Mixed Funding Exemptive Order)
the Company shall:

1. solicit voting instructions from contract owners;

2. vote the Trust shares in accordance with instructions received from Contract
   owners; and

3. vote Trust shares for which no instructions have been received in the same
   proportion as Trust shares of such Fund for which instructions have been
   received;

so long as and to the extent that the Securities and Exchange Commission
continues to interpret the 1940 Act to require pass-through voting privileges or
variable contract owners. The Company reserves the right to vote Trust shares
held in any segregated asset account in its own right, to the extent permitted
by law. The Company shall be responsible, with the guidance and assistance of
the Trust, assuring that each of their separate account participating in the
Trust calculates voting privileges in a manner consistent with the standards set
forth on Schedule B attached hereto.

ARTICLE IV.  SALES MATERIAL AND INFORMATION

4.1. The Company shall furnish, or shall cause to be furnished, to the Trust or
its designee, each piece of sales literature or other promotional material in
which the Trust, its investment adviser or underwriter is named, a reasonable
time prior to its use. No such material shall be used if the Trust or its
designee object to such use within 15 Business Days after receipt of such
material.

4.2. The Company shall not give any information or make any representations or
statements on behalf of the Trust or concerning the Trust in connection with the
sale of the Contracts other than the information or representations contained in
the registration statement or prospectus for the Trust shares, as such
registration statement and prospectus may be amended or supplemented from time
to time, or in reports or proxy statements for the Trust, or in sales literature
or other promotional material approved by the Trust or its designee except with
the permission of the Trust.

4.3. The Trust shall furnish, or shall cause to be furnished, to the Company or
its designee, each piece of sales literature or other promotional material in
which the Company and/or its separate account(s), is named a reasonable time
prior to its use. No such material shall be used if the Company or its designee
object to such use within 15 Business Days after receipt or such material.

4.4. The Trust shall not give any information or make any representations on
behalf of the Company or concerning the Company, the Account, or the Contracts
other than information or representations contained in a registration statement
or prospectus for the Contracts, as such registration statement and prospectus
may be amended or supplemented from time to time, or in reports for the Account
approved by the Company for distribution to Contract owners, or in sales
literature or other promotional material approved by the Company or its
designee, except with the permission of the Company.

4.5. The Trust will provide to the Company at least one complete copy of all
registration statements, prospectuses, Statements of Additional Information,
reports, proxy statements, sales literature and other promotional materials,
applications for exemptions, requests for no action letters, and all amendments
to any of the above, that relate to the Trust or its shares, prior to or
contemporaneously with the filing of such document with the Securities and
Exchange Commission or other regulatory authorities. The Trust shall also
promptly inform the Company of the results or any examination by the Securities
and Exchange Commission (or other regulatory authorities), and shall provide the
Company with a copy of any "deficiency letter" or other correspondence or
written report regarding any such examination.

4.6. For purposes of this Article IV, the phrase "sales literature or other
promotional material" means advertisements (such as material published, or
designed for use in, a newspaper, magazine, or other periodical, radio,
television, telephone or tape recording, videotape display, signs or billboard),
and sales literature (such as brochures, circulars, market letters and form
letters), distributed or made generally available to customers or the public.

ARTICLE V. FEES AND EXPENSES

5.1. The Trust shall pay no Fee or other compensation to the Company under this
Agreement, and the Company shall pay no fee or other compensation to the Trust.

5.2. All expenses incident to performance by the Trust under this Agreement
shall be paid by the Trust. The Trust shall see to it that all its shares are
registered and authorized for issuance in accordance with applicable federal law
and, if and to the extent deemed advisable by the Trust, in accordance with
applicable state laws prior to their sale. The Trust shall bear the expenses for
the cost of registration and qualification of the Trust's shares, preparation
and filing of the Trust's prospectus and registration statement, proxy materials
and reports, setting the prospectus in type, setting in type and printing the
proxy materials and reports to shareholders (including the costs of printing a
prospectus that constitutes an annual report), the preparation of all statements
and notices required by federal or state law, and all taxes on the issuance or
transfer of the Trust's shares.

5.3. The Trust shall bear the expenses of printing and distributing the Trust's
prospectus to owners of Contracts issued by the Company and or distributing the
Trust's proxy materials and reports to such Contract owners.

5.4. In the event the Trust adds one or more additional Funds and the Company
desires to make such Funds available to its Contract owners as an underlying
investment medium, a new Schedule A or an amendment to this Agreement shall be
executed by the parties authorizing the issuance of shares or the new Funds to
the Account.

ARTICLE VI.  DIVERSIFICATION

6.1. The Trust represents, and warrants that the Trust will at all times invest
its assets in such a manner as to ensure that the Contracts will be treated as
annuity, endowment, or life insurance contracts under the code and the
regulations issued thereunder. Without limiting the scope of the foregoing, the
Trust will at all times comply with Section 817(h) of the Code and the
Regulations Section 1.817-5, relating to the diversification requirements for
variable annuity, endowment, or life insurance contracts and any amendments or
other modifications to such Section or Regulation.

ARTICLE VII.  POTENTIAL CONFLICTS

7.1. The Board of Trustees of the Trust (the "Board") will monitor the Trust for
the existence of any material irreconcilable conflict between the interest of
the Contract owners of all separate accounts investing in the Trust. A material
irreconcilable conflict may arise for a variety of reasons, including: (a) an
Action by any state insurance regulatory authority; (b) a change in applicable
federal or state insurance, tax, or securities laws or regulations, or a public
ruling, private letter ruling, no action or interpretive letter or any similar
action by insurance, tax or securities regulatory authorities (c) an
administrative or judicial decision in any relevant proceeding; (d) the manner
in which the investments of any Fund are being managed; (e) a difference in
voting instructions given by variable annuity contract and variable life
insurance contract owners; or (f) a decision by an insurer to disregard the
voting instructions or Contract owners. The Board shall promptly inform the
Company to determine that a material irreconcilable conflict exists and the
implications thereof.

7.2. If it is determined by a majority of the Board, or a majority of its
disinterested Trustees, that a material irreconcilable conflict exists, the
Company shall, at its expense, and to the extent reasonably practicable (as
determined by a majority or the disinterested Trustees) take whatever steps are
necessary to remedy or eliminate the irreconcilable material conflict, up to and
including: (1) withdrawing the assets, allocable to some or all of the separate
accounts from the Trust or any Fund and reinvesting such assets in a different
investment medium, including (but not limited to) another Fund of the Trust, or
submitting the question whether such segregation should be implemented to a vote
of all affected Contract owners and, as appropriate, segregating the assets of
any appropriate group (i.e., annuity Contract owners or life insurance Contract
owners) that votes in favor of such Segregation, or offering to the affected
Contract owners the option of making such a change; and (2) establishing a new
registered management investment company or managed separate account.

7.3. If a material irreconcilable conflict arises because a particular state
insurance regulator's decision applicable to the Company conflicts with the
majority of other state regulators, then the Company will withdraw the Account's
investment in the Trust and terminate this Agreement within six months after the
Board informs the Company in writing that it has determined that such decision
has created an irreconcilable material conflict, provided, however, that such
withdrawal and termination shall be limited to the extent required by the
foregoing material irreconcilable conflict as determined by a majority of the
disinterested members of the Board. Until the end of the foregoing six month
period, the Trust shall continue to accept and implement orders by the Company
for the purchase and redemption of shares of the Trust.

7.4. For purposes of Section 7.2 though 7.4 of this Agreement, a majority of the
disinterested members of the Board shall determine whether or not any proposed
action adequately remedies any irreconcilable material conflict, but in no event
will the Trust be required to establish a new funding medium for the Contracts.
The Company shall not be required by Section 7.2 to establish a new funding
medium for the Contracts, if an offer to do so has been declined by vote of a
majority or Contract owners materially adversely affected by the irreconcilable
material conflict. In the event that the Board determines that any proposed
action does not adequately remedy any irreconcilable material conflict, then the
Company will withdraw the Account's investment in the Fund and terminate this
Agreement within six (6) months after the Board informs the Company in writing
of the foregoing determination, provided, however, that such withdrawal and
termination shall be limited to the extent required by any such material
irreconcilable conflict as determined by a majority of the disinterested members
of the Board.

ARTICLE VIII.INDEMNIFICATION

8.1  INDEMNIFICATION BY THE COMPANY

8.1(a). The Company agrees to indemnify and hold harmless the Trust and each of
its Trustees and officers and each person, if any, who controls the Trust within
the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified
Parties" for purposes of this Section 8.1) against any and all losses, claims,
damages, liabilities (including amounts paid in settlement with the written
consent of the Company) or litigation (including legal and other expenses), to
which the Indemnified Parties may become subject under any statute, regulation,
at common law or otherwise, insofar as such losses, claims, damages, liabilities
or expenses (or actions in respect thereof) or settlements are related to the
sale or acquisition of the Trust's shares or the Contracts and:

1.   arise out of or are based upon any untrue statements or alleged untrue
     statements of any material fact contained in the Registration Statement or
     prospectus for the Contracts or contained in the Contracts or sales
     literature for the Contracts (or any amendment or supplement to any of the
     foregoing), or arise out of or are based upon the omission or the alleged
     omission to state therein a material fact required to be stated therein or
     necessary to make the statements therein not misleading, provided that this
     agreement to indemnify shall not apply as to any indemnified Party if such
     statement or omission or such alleged statement or omission was made in
     reliance upon and in conformity with information furnished to the Company
     by or on behalf of the Trust for use in the Registration Statement or
     prospectus for the Contracts or in the Contracts or sales literature (or
     any amendment or supplement) or otherwise for use in connection with the
     sale of the Contracts or Trust shares; or

2.   arise out of or as a result of statements or representations (other than
     statements or representations contained in the Registration Statement,
     prospectus or sales literature of the Trust not supplied by the Company, or
     persons under its control) or wrongful conduct of the Company or persons
     under its control, with respect to the sale or distribution of the
     Contracts or Trust Shares; or

3.   arise out of any untrue statement or alleged untrue statement of a material
     fact contained in a Registration Statement, prospectus, or sales literature
     of the Trust or any amendment thereof or supplement thereto or the omission
     or alleged omission to state therein a material fact required to be stated
     therein or necessary to make the statements therein not misleading if such
     statement or omission was made in reliance upon information furnished to
     the Trust by or on behalf of the company; or

4.   arise out of or result from any material breach of any representation
     and/or warranty made by the Company in this Agreement or arise out of or
     result from any other material breach of this Agreement by the Company,
     except to the extent provided in Sections 8.1(b) and 8.1(c) hereof.

8.1(b). The Company shall not be liable under this indemnification provision
with respect to any losses, claims, damages, liabilities or litigation to which
an Indemnified Party would otherwise be subject by reason of willful
misfeasance, bad faith, or gross negligence in the performance of such
Indemnified Party's duties or by reason of such Indemnified Party's reckless
disregard of obligations or duties under this Agreement or to the Trust,
whichever is applicable.

8.1(c) The Company shall not be liable under this indemnification provision with
respect to any claim made against an Indemnified Party unless such Indemnified
Party shall have notified the Company in writing within a reasonable time after
the summons or other first legal process giving information of the nature of the
claim shall have been served upon such indemnified Party (or after such
Indemnified Party shall have received notice of such service on any designated
agent), but failure to notify the Company of any such claim shall not relieve
the Company from any liability which it may have to the Indemnified Party
against whom such action is brought otherwise than on account of this
indemnification provision. In case any such action is brought against the
Indemnified Parties, the Company shall be entitled to participate, at its own
expense, in the defense of such action. The Company also shall be entitled to
assume the defense thereof, with counsel satisfactory to the party named in the
action. After notice from the Company to such party of the Company's election to
assume the defense thereof, the Indemnified Party shall bear the fees and
expenses of any additional counsel retained by it, and the Company will be not
liable to such party under this Agreement for any legal or other expenses
subsequently incurred by such party independently in connection with the defense
thereof other than reasonable costs of investigation.

8.l(d). The Indemnified Parties will promptly notify the Company of the
commencement of any litigation or proceedings against them in connection with
the issuance or sale of the Trust Shares or the Contracts or the operation of
the Trust and the Indemnified Parties will provide the Company with all relevant
information and documents requested by the Company. For purposes of this Section
8.1(d), the "commencement" of proceedings shall include any informal or formal
communications from the Securities and Exchange Commission or its staff (or the
receipt of information from any other persons or entities) indicating that
enforcement action by said Commission or staff may be contemplated or
forthcoming.

ARTICLE IX.  APPLICABLE LAW

9.1. This Agreement shall be construed and the provisions hereof interpreted
under and in accordance with the laws or Minnesota.

9.2 This Agreement shall be subject to the provisions of the 1933, 1934 and 1940
Acts, and the rules and regulations and rulings thereunder, including such
exemptions from those statutes, rules and regulations as the Securities and
Exchange Commission may grant (including, but not limited to, the Mixed Funding
Exemptive Order) and the terms hereof shall be interpreted and construed in
accordance therewith.

ARTICLE X. TERMINATION

10.1. This Agreement shall terminate with respect to one, some, or all Funds for
one, some, or all Contracts or Accounts:

1.   at the option of any party upon six month's advance written notice to the
     other parties;

2.   at the option of the Company to the extent that shares of Funds are not
     reasonably available to meet the requirements of the Contracts or are not
     appropriate funding vehicles for the Contracts, as determined by the
     Company reasonably and in good faith. Prompt notice of the election to
     terminate for such cause and an explanation or such cause shall be
     furnished by the Company; or

3.   as provided in Article VII.

10.2. The notice shall specify the Fund(s) and Contract(s) or Account(s) as to
which the Agreement is to be terminated.

10.3. It is understood and agreed that the right of any party hereto to
terminate this Agreement pursuant to Section 1O.1 (a) may be exercised for cause
or for no cause.

10.4. Effect of Termination. Notwithstanding any termination of this Agreement,
the Trust shall at the option of the Company, continue to make available
additional shares of the Trust pursuant to the terms and conditions of this
Agreement, for all Contracts in effect on the effective date of termination of
this Agreement (hereinafter referred to as "Existing Contracts"). Specifically,
without limitation, the owners of the existing contracts shall be permitted to
reallocate investments in the Trust, redeem investments in the Trust and/or
invest in the Trust upon the making of additional purchase payments under the
Existing Contracts. The parties agree that this Section 10.4 shall not apply to
any terminations under Article VII and the effect of such Article VII
terminations shall be governed by Article VII of this Agreement.

ARTICLE XI.  NOTICES

Any notice shall be sufficiently given when sent by registered or certified mail
to the other party at the address of such party set forth below or at such other
address as such party may from time to time specify in writing to the other
party.

If to the Trust:          Deborah Gatzek, Vice President
                          Franklin Resources, Inc.
                          777 Mariners Island Boulevard
                          San Mateo, California 94404

If to the Company:        Mr. Robert S. James, President-Financial Markets
                          North American Life and Casualty Company 1750 Hennepin
                          Avenue
                          Minneapolis, Minnesota 55403

ARTICLE XII.  MISCELLANEOUS

12.1. Subject to the requirements of legal process and regulatory authority,
each party hereto shall treat as confidential the names and addresses of the
owners of the Contracts and all information reasonably identified as
confidential in writing by any other party hereto and, except as permitted by
this Agreement, shall not disclose, disseminate or utilize such names and
addresses and other confidential information without the express written consent
of the affected party until such time as it may come into the public domain.

12.2. The captions in this Agreement are included for convenience of reference
only and in no way define or delineate any of the provisions hereof or otherwise
affect their construction or effect.

12.3. This Agreement may be executed simultaneously in two or more counterparts,
each of which taken together shall constitute one and the same instrument.

12.4. If any provision or this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Agreement shall
not be affected thereby.

12.5. The Schedules attached hereto, as modified from time to time, are
incorporated herein by reference and are part of this Agreement.

12.6. Each party hereto shall cooperate with each other party and all
appropriate governmental authorities (including without limitations the
Securities and Exchange Commission, the NASD and state insurance regulators) and
shall permit such authorities reasonable access to its books and records in
connection with any investigation or inquiry relating to this Agreement or the
transactions contemplated hereby.

12.7. The rights, remedies and obligations contained in this Agreement are
cumulative and are in addition to any and all rights, remedies and obligations,
at law or in equity, which the parties hereto are entitled to under state and
federal laws.

IN WITNESS WHEREOF, each of the parties has cause this Agreement to be executed
in its name and on its behalf by its duly authorized representative and its seal
to be hereunder affixed hereto as or the date specified below.

                       Company:
                       By two authorized officers,
                       By: /s/Robert S. James

                       Title: President, Financial Markets Division
                       Date: 5/24/92

                       By: /s/Michael T. Westermeyer

                       Title: Second Vice President and Senior Counsel
                       Date: 5/20/92


                       Trust:

                       By its authorized officers,

                       By: /s/Deborah Gatzek
                       Title: Secretary
                       Date:  3/31/92




                                   SCHEDULE A

Franklin Valuemark Funds (Trust) is a diversified, open-end management
investment company consisting of the following separate Funds:

      Adjustable U.S. Government Fund Equity Growth Fund Global Income Fund High
      Income Fund Income Securities Fund Investment Grade Intermediate Bond Fund
      Money Market Fund Precious Metals Funds Real Estate Securities Fund U.S.
      Government Securities Fund Utility Equity Fund Zero Coupon Fund - 1995
      Zero Coupon Fund - 2000 Zero Coupon Fund - 2005 Zero Coupon Fund - 2010


Effective March 1, 1992:
      Rising Dividend Fund
      International Equity Fund
      Pacific Growth Fund



               Amendment to Participation Agreement

Effective as of the dates specified below, Allianz Life Insurance Company of
North America, formerly known as North American Life and Casualty Company, a
Minnesota corporation, and Franklin Valuemark Funds, a Massachussetts business
trust, hereby amend Schedule A of their Participation Agreement effective
January 1, 1990, by adding the following language to the bottom of the list of
the Funds which make up the Franklin Valuemark Funds:

"Effective March 15, 1994:

      Templeton Developing Markets Equity Fund
      Templeton Global Growth Fund"

"Effective May 1, 1995:

      Templeton Global Asset Allocation Fund"

IN WITNESS WHEREOF, each of the Parties has caused this Amendment to be executed
in its name and on its behalf by its duly authorized representatives as of the
date specified below.

Allianz Life Insurance Company of North America


By:         /s/James P. Kelso
            James P. Kelso
Title:      Vice President,
            Variable Products

Date: 6/30/95


Franklin Valuemark Funds


By:         /s/Karen L. Skidmore
            Karen L. Skidmore
Title:      Assistant Vice President
             & Assistant Secretary

Date: 6/16/95




                     Amendment to Participation Agreement

Effective  as  of the dates specified below, Allianz Life Insurance Company of
North  America,  formerly known as North American Life and Casualty Company, a
Minnesota corporation, and Franklin Valuemark Funds, a Massachussetts business
trust, hereby amend Schedule A of their Participation Agreement effective
January 1, 1990, by adding the following language to the bottom of the list of
the Funds which make up the Franklin Valuemark Funds:

"Effective November 1, 1995:

     Small Cap Fund"


IN WITNESS WHEREOF, each of the Parties has caused this Amendment to be
executed  in its name and on its behalf by its duly authorized representatives
as of the date specified below.

Allianz Life Insurance Company of North America


By:          /s/James P. Kelso          
          James P. Kelso
Title:     Vice President,
          Variable Products


Franklin Valuemark Funds


By:          /s/Karen L. Skidmore     
          Karen L. Skidmore
Title:     Assistant Vice President
          & Assistant Secretary





                     Amendment to Participation Agreement

Effective  as  of the dates specified below, Allianz Life Insurance Company of
North  America,  formerly known as North American Life and Casualty Company, a
Minnesota corporation, and Franklin Valuemark Funds, a Massachussetts business
trust, hereby amend Schedule A of their Participation Agreement effective
January 1, 1990, by adding the following language to the bottom of the list of
the Funds which make up the Franklin Valuemark Funds:

"Effective May 1, 1996:

     Capital Growth Fund
     Templeton International Smaller Companies Fund"


IN WITNESS WHEREOF, each of the Parties has caused this Amendment to be
executed  in its name and on its behalf by its duly authorized representatives
as of the date specified below.

Allianz Life Insurance Company of North America


By:          /s/James P. Kelso          
          James P. Kelso
Title:     Vice President,
          Variable Products


Franklin Valuemark Funds


By:          /s/Karen L. Skidmore     
          Karen L. Skidmore
Title:     Assistant Vice President
          & Assistant Secretary




<TABLE>

<CAPTION>

<S>                     <C>                  <C>
                             FOR COMPANY      FOR COMPANY USE ONLY
                           ENDORSEMENT ONLY
ALLIANZ LIFE LOGO        (NOT APPLICABLE IN   C.W.A. $_____________
Allianz Life Insurance       PENNSYLVANIA,
  Company of North         WEST VIRGINIA OR  __Cash  __Money Order
     America                   KENTUCKY)                    __Check
                                             Policy Number_________


</TABLE>


APPLICATION FOR:
__LIFE INSURANCE   ___EXERCISE OF GUARANTEED INSURABILITY OPTION
________________________________________________________________________
                      SECTION 1 - THE PROPOSED INSURED
________________________________________________________________________

__Married __Divorced __Single __Widowed  US Citizen? __Yes __No

                                                 Sex __Male __Female

1.Full Legal Name (First,Middle,Last)  Birth State  Birth Date   Age

                                                  Driver's License #

2.Social Security # or tax I.D.  Home Telephone #  Business Telephone #

                                              Preferred Time To Call
                                                      __AM  __PM

3.Residence Address                City        State   Zip     How long?

4.Employer's Name and Address      Occupation  Job Title       How Long?

________________________________________________________________________
 SECTION 2 - POLICY INFORMATION AND OPTIONAL BENEFITS (SHOW ONLY
                                      RATEBOOK PREMIUMS IN THIS SECTION)
________________________________________________________________________

1.Plan of Insurance  2.Policy's Face Amount  3.Insured's Term Rider Amt.


4.Death Benefit Option __ A  __ B

5.Rate Class, if applicable __Smoker  __Non Smoker  __Juvenile

<TABLE>

<CAPTION>

                           Benefit/Rider
                              Amount         Annual Premium
<S>                      <C>                <C>
6.ANNUAL PREMIUM FOR                        $________________
  BASE COVERAGE only:

7.OPTIONAL COVERAGE
  REQUESTING (check
  and fill in amounts)
__Disability Benefit
  Rider                       ______ Units  $________________
__Spouse Disability
  Benefit Rider               ______ Units  $________________
__Accidental Death
  Benefit                $________________  $________________
__Guaranteed Death
  Benefit                                   $________________
__Options to Buy More
  Insurance              $________________  $________________
__Term Insurance Rider   $________________  $________________
__Spouse's Term Rider
  __ Smoker              $________________  $________________
  __ Non-Smoker          $________________  $________________
__Children's Term
  Rider                  $________________  $________________
__Living Benefit
  Rider
__Extended Maturity
  Option
__Business Exchange
  Rider                                     $________________
__Other_______________   $________________  $________________
                            8.TOTAL ANNUAL
                         RATEBOOK PREMIUM   $________________


</TABLE>


9. Other Instructions:__________________________________________________
________________________________________________________________________
________________________________________________________________________

F13-002

________________________________________________________________________
                   SECTION III - ALLOCATION OF PREMIUMS
________________________________________________________________________
CHOOSE AN ALLOCATION OF PREMIUM PAYMENTS TO THE FIXED ACCOUNT AND/OR UP
TO SEVEN (7) FUNDS FROM ALLIANZ LIFE VARIABLE ACCOUNT A.  USE WHOLE
PERCENTAGES ONLY.

<TABLE>

<CAPTION>

<S>                                 <C>
__Fixed Account                     __High Income Fund
__Adjustable U.S. Government Fund   __U.S. Gov't Securities Fund
__Investment Grade Interm. Bond Fd  __Other
__Equity Growth Fund                __Rising Dividends Fund
__Global Income Securities Fund     __Utility Equity Fund
__Income Securities Fund
__Other
__International Equity Fund
__Money Market Fund
__Pacific Growth Fund               __Other
__Precious Metals Fund              __Other
__Real Estate Securities Fund       __TOTAL (MUST EQUAL 100%)


</TABLE>

ALLOCATION TO MONEY MARKET SUB-ACCOUNT - As described in the Prospectus
for the Variable Universal Life Policy, initial 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 the unloaned portion of the Fixed
Accounts according to the allocation percentage selected.  The
Reallocation Date is the date 30 days after the Policy is released to an
active status in the Company's processing.

________________________________________________________________________
                    SECTION IV - DOLLAR COST AVERAGING
________________________________________________________________________
PLEASE DOLLAR COST AVERAGE $__________ ($12,000 MINIMUM) OVER A _____
MONTH PERIOD (12 MONTHS MINIMUM, 36 MONTHS MAXIMUM, $1000 MINIMUM
TRANSFER).

<TABLE>

<CAPTION>

<S>                                  <C>
__Fixed Account                      __High Income Fund
__Adjustable U.S. Government Fund    __U.S. Gov't Securities Fund
__Investment Grade Interm Bond Fund  __Other
__Equity Growth Fund                 __Rising Dividends Fund
__Global Income Securities Fund      __Utility Equity Fund
__Income Securities Fund
__Other
__International Equity Fund
__Money Market Fund
__Pacific Growth Fund                __Other
__Precious Metals Fund               __Other
__Real Estate Securities Fund        __TOTAL (MUST EQUAL 100%)


</TABLE>

________________________________________________________________________
               SECTION V - TELEPHONE/TRANSFERS/EXCHANGES
________________________________________________________________________
                                                            YES      NO
I/We hereby elect to make transfers by telephone.            __      __
If there are Joint Owners, unless we inform the Company to
the contrary, instructions can be accepted from either one
of us.  I/We understand that the Company will use reasonable
procedures to confirm that instructions communicated by
telephone are genuine and that the Company may be liable for
any losses due to unauthorized or fraudulent instructions.
I/We understand that the Company tape records all telephone
instructions.

________________________________________________________________________
                       SECTION VI - SUITABILITY
________________________________________________________________________
                                                            YES      NO
A. Did you receive copies of the applicable prospectus(es)?  __      __

B. Do you understand that for variable insurance the death   __      __
   benefit, cash value, and duration of coverage may
   increase or decrease based on the investment experience
   of the underlying sub-accounts.

C. Do you believe that the insurance selected will meet
   your financial objectives?                                __      __
________________________________________________________________________

CONFIRM STATEMENTS AND PROXIES TO: __Owner   __Insured   __Other:_______
________________________________________________________________________

________________________________________________________________________
            SECTION VII - OWNER IF OTHER THAN PROPOSED INSURED
________________________________________________________________________
     COMPLETE ONLY IF POLICYHOLDER IS OTHER THAN THE PROPOSED INSURED


NAME            RELATIONSHIP TO INSURED      SOCIAL SECURITY # or Tax ID

Address                            Home Phone     Business Phone

Premium Notices sent to Owner unless otherwise requested.  Specify the
Name and Address.

________________________________________________________________________
  SECTION VIII - SELECT METHOD OF PAYMENT AND WRITE IN PREMIUM AMOUNT
________________________________________________________________________
<TABLE>

<CAPTION>

<S>                     <C>                     <C>
__Monthly PAC $_______  __Semi-Annually $_____  __Government
__Quarterly   $_______  __List Bill     $_____    Allotment   $_______
__Annually    $_______                          __Military
                                                __Civil Service

</TABLE>


1.Start billing on _______________ for __Ratebook Premium __Flexible
                     (Month,Year)                           Bill Amount
                                                            $___________

2.Amount Enclosed With Application $_________.

3.Other Instructions:___________________________________________________
________________________________________________________________________
________________________________________________________________________

________________________________________________________________________
               SECTION IX - BENEFICIARY FOR PROPOSED INSURED
________________________________________________________________________

1.Primary Beneficiary, Relationship,  2.Contingent Beneficiary,
  Date of Birth, Address                Relationship, Date of Birth,
                                        Address

<TABLE>

<CAPTION>
        3.Check appropriate box if applicable to Beneficiary
          Designations shown above.

PRIMARY ONLY                                 CONTINGENT ONLY
<S>                                <C>
__Corporation, its successors or   __Corporation, its successors or
  assigns                            assigns
__Partnership, or its assigns      __Partnership, or its assigns
__All lawful children of the       __All lawful children of the
  Proposed Insured (including any    Proposed Insured (including any
  named above).                      named above).
                                   __All lawful children born to or
                                     adopted under the marriage of the
                                     Proposed Insured and the primary
                                     beneficiary.

</TABLE>


3.Survival Clause: __Yes  __No - If any beneficiary dies within ___days
  after the Proposed Insured's death, any death benefit will be paid as
  if such beneficiary had died before the Proposed Insured (not
  effective unless both the box is checked and the number of days is
  inserted).

________________________________________________________________________
                   SECTION X - OTHER PROPOSED INSUREDS
________________________________________________________________________

1.SPOUSE RIDER (STR)
Name                             Age  Date of Birth  Sex  Occupation


2.CHILD TERM RIDER (CTR)
Names                            Age  Date of Birth  Sex  Height  Weight




3.BENEFICIARY DESIGNATION FOR: __STR  __CTR
<TABLE>

<CAPTION>

<S>                     <C>
Primary, Relationship,  Contingent, Relationship,
Date of Birth, Address  Date of Birth, Address


Primary, Relationship   Contingent, Relationship
Date of Birth, Address  Date of Birth, Address


</TABLE>

________________________________________________________________________
                     SECTION XI - REPLACEMENTS
________________________________________________________________________
      COMPLETION OF THIS SECTION IS MANDATORY FOR ALL APPLICATIONS.

1.Is this application for insurance to replace or change any life
  insurance or annuities in force with this or any other company? __ Yes
  __No.  If "Yes," list each policy to be replaced, give the name and
  address of company(ies) and complete the appropriate state required
  replacement forms.

Company:                            Address:


2.Is this a 1035 Exchange?  __Yes  __No.  If "Yes," complete form
  F00-561.

________________________________________________________________________
       SECTION XII - EXERCISE OF A GUARANTEED INSURABILITY OPTION
________________________________________________________________________
COMPLETE PAGES 1-4, AND 7-8 IF AMOUNT, BENEFITS/RIDERS ARE GUARANTEED.
IF AMOUNT, BENEFITS/RIDERS ARE NOT GUARANTEED, OR IF COVERAGE IS BEING
APPLIED FOR ON ANOTHER FAMILY MEMBER, ALSO COMPLETE PAGES 5 AND 6.

1.Exercise of option under policy number _____________.
  __Regular Option  __Alternate Option

2.Insurance is being applied for on:
  __original insured  __insured's spouse  __insured's children

3. If this is an alternate option, check the event that applies:
  __Marriage (spouse's name and marriage date)__________________________

  __Birth of Child (child's name and birth date)________________________

  __Adoption of Child (adopted child's name and adoption date)__________

  __Other (specify event and date of event)_____________________________

4.Is the proposed insured disabled or receiving disability benefits?
  __Yes   __No

________________________________________________________________________
     SECTION XIII - LIFE INSURANCE IN FORCE OR APPLIED FOR
                    ON ALL PROPOSED INSUREDS
________________________________________________________________________
   IF "NONE" INDICATE.  USE SEPARATE SHEET IF SPACE IS INSUFFICIENT.
<TABLE>

<CAPTION>

<S>   <C>      <C>           <C>
Name  Company  Basic Amount  Accidental Death
                                   Amount

</TABLE>




________________________________________________________________________
                 SECTION XIV - UNDERWRITING INFORMATION
________________________________________________________________________
             COMPLETE FOR ALL PERSONS PROPOSED FOR INSURANCE

1.HAS ANY PERSON PROPOSED FOR INSURANCE:                        YES   NO

  a.Any intention of travel or residence outside the United
    States or Canada?                                            __   __
  b.Been a pilot or crew member during the past three years
    or have any intention of becoming a pilot, student pilot
    or crew member in any type of aircraft?                      __   __
    If answered "yes," complete "Aviation and Hazardous Sports
    Questionnaire."
  c.Had a driver's license revoked or suspended or been
    convicted of a moving traffic violation within the past
    three years?                                                 __   __
    If answered "yes," give appropriate date and nature of each
    violation and the driver's license number under Number 15
    below.
  d.Been convicted of a felony?                                  __   __
  e.Participated in, or contemplated participating in activities
    involving: Aeronautics (including hang-gliding, soaring, sky-
    diving, ballooning); powered racing or competitive vehicles
    (including motorcycles, automobiles and motor boats); skin
    or scuba diving, mountain climbing, rodeos, or competitive
    skiing?                                                      __   __
    If answered "yes," complete "Aviation and Hazardous Sports
    Questionnaire."

2.IS ANY PERSON PROPOSED FOR INSURANCE:

  a.A current user of tobacco in any form?                       __   __
  b.If cigarette smoker, how many packs per day?_______          __   __
  c.A past tobacco user?                                         __   __
  d.Date of last tobacco use (Mo./Yr.)___________                __   __

3.HAS ANY PERSON PROPOSED FOR INSURANCE EVER APPLIED FOR OR
  EVER RECEIVED BENEFITS BECAUSE OF ACCIDENT, SICKNESS OR
  DISABILITY?                                                    __   __

4.HAS ANY PERSON PROPOSED FOR INSURANCE:

  a.Ever used marijuana, cocaine, amphetamines, barbiturates,
    hallucinogenic agents, or narcotics other than on a
    prescription basis?                                          __   __
  b.Ever received counseling or treatment for use of alcohol
    or drugs?                                                    __   __

5.HAS ANY PERSON PROPOSED FOR INSURANCE EVER BEEN DIAGNOSED AS
  HAVING OR TREATED BY A MEMBER OF THE MEDICAL PROFESSION FOR:

  a.Diabetes, thyroid or glandular disorder?                     __   __
  b.Epilepsy, convulsions or fainting spells, nervousness, or
    mental disorder, or any disease of the brain, or nervous
    system, psychiatric, psychological or emotional problems
    or disturbance, paralysis or stroke?                         __   __
  c.Heart trouble, rheumatic fever, chest pains, shortness of
    breath, palpitations, heart attack, or heart murmur?         __   __
  d.Varicose veins, phlebitis, or any disease of the circulatory
    system?                                                      __   __
  e.Allergies, anemia, or other blood or lymph disease or
    disorder, immunodeficiency disorder, chronic or recurrent
    infection, or AIDS?                                          __   __
  f.Tuberculosis, asthma, emphysema, bronchitis, shortness of
    breath or any lung disease or respiratory disorder?          __   __
  g.Ulcers, colitis, jaundice, hernia, any disease of the
    gastrointestinal system including the stomach, intestines,
    liver, gall bladder, pancreas or esophagus?                  __   __
  h.Sugar, albumin or blood in the urine, venereal disease, or
    any disease of the kidneys, bladder, or genito-urinary
    organs?                                                      __   __
  i.Arthritis, rheumatism or any injury or disease of the bones,
    joints, muscles, back or spine?                              __   __
  j.Any disease of the skin?                                     __   __
  k.Any disease or disorder of the eyes, ears, nose or throat?   __   __
  l.Cancer, tumor, or growth of any kind?                        __   __
  m.Problems with prostate, reproductive organs, breasts or
    pregnancy?                                                   __   __

6.HAS ANY PERSON PROPOSED FOR INSURANCE EVER HAD OR BEEN ADVISED
  TO HAVE ANY SURGICAL OPERATION, TREATMENT OR TEST; OR ARE THEY
  USING ANY MEDICATION OR DRUGS?                                 __   __

7.HAS ANY PERSON PROPOSED FOR INSURANCE EVER BEEN UNDER
  OBSERVATION OR TREATMENT IN ANY HOSPITAL, CLINIC OR MEDICAL
  FACILITY?                                                      __   __

8.HAS ANY PERSON PROPOSED FOR INSURANCE EVER HAD AN X-RAY,
  ELECTROCARDIOGRAM, OR OTHER MEDICAL TEST?                      __   __

9.HAS ANY PERSON PROPOSED FOR INSURANCE WITHIN THE LAST 10 YEARS:

  a.Had any illness, disease, or injury that is not included in
    your other answers?                                          __   __
  b.Consulted or been examined or treated by any physician or
    practitioner not named in connection with your other
    answers?                                                     __   __

10.DOES ANY PERSON PROPOSED FOR INSURANCE NOW HAVE ANY SICKNESS
   OR PHYSICAL PROBLEM?                                          __   __

11.a.HAS THE WEIGHT OF ANY PERSON PROPOSED FOR INSURANCE
     CHANGED BY MORE THAN 10 POUNDS IN THE LAST YEAR?            __   __
   b.Proposed Insured's Height______ Weight______
   c.Spouse or Payor's Height_______ Weight______

12.IS ANY PERSON PROPOSED FOR INSURANCE PREGNANT?                __   __

13.HAS ANY PROPOSED INSURED'S PARENT, BROTHER OR SISTER EVER
   HAD HEART DISEASE, DIABETES, CANCER, KIDNEY DISEASE,
   NEUROMUSCULAR OR MENTAL ILLNESS BEFORE AGE 60?                __   __

14.DETAILS OF EACH PROPOSED INSURED'S PERSONAL PHYSICIAN (USE
   #15 IF NECESSARY).
Name:

Address:

Date last seen:             Reason:

Name:

Address:

Date last seen:             Reason:

<TABLE>

<CAPTION>
15.GIVE DETAILS TO ANY OF THE "YES" ANSWERS.  USE A SEPARATE SHEET IF
   SPACE IS INSUFFICIENT.

<S>   <C>      <C>   <C>      <C>       <C>
NAME  QUES. #  DATE  DETAILS  DURATION  NAME/
                                        ADDRESS OF
                                        PHYSICIAN/
                                        HOSPITAL


</TABLE>






        TEMPORARY INSURANCE AGREEMENT (TIA) HEALTH QUESTIONS     YES  NO

16.HAS(HAVE) THE PERSON(S) LISTED AS PROPOSED INSURED(S) IN
   SECTIONS I AND XI OF THIS APPLICATION:
   a.within the PAST 90 DAYS, been admitted to a hospital or
     other medical facility, been advised to be admitted, or
     had surgery performed or recommended?                       __   __
   b.within the PAST 90 DAYS, been treated for heart trouble,
     stroke, or cancer, or had such treatment recommended by
     a physician or other medical practitioner?                  __   __

If either of the above questions is answered YES with respect to the
Primary Insured, no agent of Allianz Life Insurance Company of North
America is authorized to accept money and no insurance will take effect
under the TIA.  If either of the above questions is answered YES with
respect to any other proposed insured(s), no insurance will take effect
under the TIA for that(those) individual(s).

Name(s) of individual(s) to which any Yes answer applies and who does
not qualify for temporary insurance:
________________________________________________________________________
________________________________________________________________________

________________________________________________________________________
        SECTION XV - THE APPLICANT'S STATEMENT AND AUTHORIZATION
________________________________________________________________________

To the best of my knowledge and belief, the statements and answers in
this application are complete, true and correctly recorded.  Any
required medical examinations or additional questionnaires are part of
this application.

By accepting the policy issued on this application, I agree to the terms
of that policy as written; and any corrections or changes made by
Allianz Life Insurance Company of North America and noted in the section
"FOR COMPANY ENDORSEMENT ONLY."  (Except, if the laws or regulations of
the State where this application is made require written agreement, no
change in amount, class, plan or benefits will be effective unless I
agree in writing.  This is the law in Maryland.)

Except for any coverage provided under a Temporary Insurance Agreement,
I understand that Allianz Life Insurance Company of North America will
not be responsible to provide insurance applied for until a policy is
issued and actually delivered to me; and at the time of delivery, each
person's  health  is  as  stated in this application; and the first premium
is actually paid.

 AUTHORIZATION TO OBTAIN AND DISCLOSE INFORMATION:
North America to obtain medical and other information on me or my minor
children.  This is true for its reinsurers also.  This includes
information about drugs, alcohol and mental illness.  This information
may be used to evaluate an application for life insurance.  It may also
be used to evaluate a claim for benefits.

This information can be released by my (his/her) doctors.  This includes
medical practitioners and pharmacists.  It can also be released by
medical and related facilities.  This includes hospitals, clinics, and
facilities run by the Veteran's Administration.  Information can also
be released by the sources listed below:
(1)insurers: (2)reinsurers; (3)Medical Information Bureau, Inc. (MIB);
(4)employers; and (5)consumer reporting agencies (CRA).

All of the sources mentioned above can give this information to a CRA
acting for Allianz Life Insurance Company of North America.  This is not
true for MIB.

Allianz Life Insurance Company of North America can give this
information to reinsurers.  It can give it to the MIB.  It can also
give it to other insurers.  This is true only if I have applied or apply
to them for insurance.  Allianz Life Insurance Company of North America
can also give it to persons doing services for it.  This is true only if
it is in connection with my (his/her) application or claim.

This authorization shall be valid for 26 months from the date shown
below.  I will be given a copy of this if I ask for it.  A copy of this
shall be as valid as the original.

I have been given a copy of the "NOTICE OF INSURANCE INFORMATION
PRACTICES."

I would like to be interviewed if an investigative consumer report will
be made.  __Yes   __No

                    TAXPAYER IDENTIFICATION NUMBER
         (This information required by IRS Code Section 3406)

Enter Tax Identification    Social Security Number    Employer
Number and sign below:                                Identification
                                                      Number


__ Check if you are subject to backup withholding under the provisions
   of section 3406 (a) (1) (c) of the Internal Revenue Code.

CERTIFICATION - Under penalties of perjury, I certify that (1) the
number shown on this form is my correct Taxpayer Identification Number
(or I am waiting for a number to be issued to me); AND (2) I am not
subject to backup withholding either because I have not been notified by
the Internal Revenue Service (IRS) that I am subject to backup
withholding as a result of a failure to report all interest or
dividends, or the IRS has notified me that I am no longer subject to
backup withholding, or I am exempt from backup withholding.

Certification Instructions - You must cross out item (2) above if you
have been notified by the IRS that you are currently subject to backup
withholding because of underreporting interest or dividends on your
tax return.

<TABLE>

<CAPTION>

<S>                                  <C>
_________________________________    _________________________________
Date Signed     At City and State       Witness(Agent's Signature)

_________________________________    _________________________________
Signature of Proposed Insured          Signature of Proposed Insured
Spouse(if insurance applied for)     (Parent or Legal Guardian should
                                      sign if child is under 18 years
                                      of age)

_________________________________    _________________________________
       Signature of Child                 Signature of Applicant
(if insurance applied for on child   (if other than proposed insured)
18 years of age or older)

_________________________________
       Signature of Child
(if insurance applied for on child
18 years of age or older)

</TABLE>


________________________________________________________________________
                  SECTION XVI - AGENT'S STATEMENT
________________________________________________________________________

1.How long have you known any of the proposed insureds?_____________

2.Did you see all proposed insureds in person? __Yes  __No.  Are you
  related to any proposed insured? __Yes  __No If "yes," relationship
  ______________________

3.Is the insurance being applied for to replace or change any insurance
  or annuities in force with this or any other company? __Yes  __No.  If
  "yes," give name of the company.______________________________________

  Have the appropriate state replacement forms been completed? __Yes
  No__

4.To your knowledge, has any proposed insured used tobacco within the
  past 12 months? __Yes  __No

5.What underwriting requirements have been or will be completed? __Exam
  __Blood Study  __EKG

6.If premium payment was taken with the application, give amount.
  $_____________

7.Primary Purpose of Insurance: Business: __Deferred Comp.  __Buy/Sell
  __Key Person  __Split Dollar  __Business Loan  __Executive Bonus
  __Other____________________________________

  Personal: __Single Need  __Multiple Need  __Estate Liquidity  __Gift
  __Other____________________________________

8.Reference: Provide name and address of personal acquaintance for
  reference, identification etc.________________________________________
  ______________________________________________________________________

Application Reviewed by (name and title)________________________________

I CERTIFY that I personally secured this application and recommend the
proposed insureds for insurance.  Also, that I asked each question and
recorded each answer exactly as given.

Agents to receive commissions must sign below:
________________________________________________________________________
Region No.  Agency No.  Agent No.  MSN   Agent's Signature  Phone Number
                                                            (   )
Agent's Printed Name                                        License #

Region No.  Agency No.  Agent No.  MSN   Agent's Signature  Phone Number
                                                            (   )
Agent's Printed Name                                        License #

Region No.  Agency No.  Agent No.  MSN   Agent's Signature  Phone Number
                                                            (   )
Agent's Printed Name                                        License #
________________________________________________________________________

Additional Instructions:________________________________________________
________________________________________________________________________
________________________________________________________________________


________________________________________________________________________
           TEMPORARY INSURANCE AGREEMENT (TIA) APPLICANT'S COPY
________________________________________________________________________
  COMPLETE AND GIVE COPY TO APPLICANT IF PREMIUM PAYMENT COLLECTED.
  OTHERWISE DO NOT DETACH.

             Allianz Life Insurance Company of North America
      Home Office: 1750 Hennepin / Minneapolis, Minnesota 55403-2195
       Individual Division: Post Office Box 500, Dallas, Texas 75221

NOTICE TO APPLICANT - PLEASE READ THIS AGREEMENT CAREFULLY.  THE
INFORMATION IT CONTAINS IS IMPORTANT TO YOU.  THE MAXIMUM AMOUNT OF
COVERAGE UNDER THIS AND ALL OTHER TEMPORARY INSURANCE AGREEMENTS WILL
NOT BE MORE THAN $250,000 FOR ANY PERSON TO BE INSURED.  THE MAXIMUM
PERIOD OF COVERAGE UNDER THIS AGREEMENT IS 60 DAYS.  MAKE ALL PREMIUM
CHECKS PAYABLE TO THE COMPANY.  DO NOT MAKE CHECK PAYABLE TO THE AGENT
OR LEAVE PAYEE BLANK.

CONDITIONS FOR TEMPORARY INSURANCE. Allianz Life Insurance Company of
North America will provide limited temporary life insurance under the
terms of this agreement if advance payment of an amount equivalent to
at least one month's premium has been paid to the agent in exchange for
this agreement.  Coverage will begin on the date of this agreement on
those individuals proposed for insurance in the application, except for
any person who answers YES to any of the TIA health questions on page 6
of this application.

TOTAL BENEFIT LIMITATION. If the above conditions have been satisfied
and any proposed insured dies while this temporary insurance is in
effect, the Company will pay to the designated beneficiary who would
have received payment under the policy applied for, the LESSER of:
(1) the amount of death benefits applied for on that proposed insured
in the application INCLUDING any accidental or supplemental death
benefits; LESS any existing insurance with the Company that is being
reissued, exchanged or converted in connection with the application or
(2) $250,000.  This total benefit limit applies to all insurance applied
for under: (1) this and any other current applications to the Company
and (2) any other Temporary Insurance Agreements with the Company.

DATE INSURANCE TERMINATES. Temporary life insurance terminates
automatically on the earliest of the following dates:

  1.60 days from the date of this agreement;
  2.the date coverage starts under the policy applied for;
  3.the date a policy, other than as applied for, is accepted or
    rejected by the applicant; or
  4.the date the Company delivers the application, either by personal
    notification or upon mailing of notice and refund of premium to the
    applicant's address as stated in the application.

SPECIAL LIMITATIONS. IT IS UNDERSTOOD AND AGREED AS FOLLOWS:

1.No one is authorized to accept money and no insurance will take
  effect: (a) on proposed insureds under 15 days of age or over age 70
  (last birthday) on the date of this agreement; or (b) when the amount
  applied for on any proposed insured exceeds $250,000.
2.Fraud or material misrepresentations in the application invalidate
  this agreement and the Company's only liability is for refund of any
  payment made.
3.If any proposed insured dies by suicide, the Company's liability under
  this agreement is limited to a refund of any payment made.
4.No insurance will take effect under this agreement if the check or
  draft submitted as payment is not honored by the bank.
5.No one but the President or Secretary may change or waive the terms of
  this agreement.
6.If the application is declined or withdrawn, the Company will
  immediately refund the advance payment shown above.  In no event will
  insurance under this agreement and under the policy issued on the
  application be effective at the same time.

AGREEMENT AND SIGNATURES. I(We) have received and read this agreement
and declare that the answers to the TIA Health Questions on page 6 of
the application are true to the best of my(our) knowledge and belief.
I(We) understand and agree to all of the terms of this agreement.


Dated at___________________________ this______ day of_____________, 19__

___________________________________ ____________________________________
Agent's Signature                      Signature of Proposed Insured
                                      (Parent or Legal Guardian should
                                         also sign if child is under
                                               18 years of age
___________________________________
Signature of Applicant(if other
    than proposed insured)










                          LIMITED POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS, that I, Gerhard Rupprecht, a
Director of Allianz Life Insurance Company of North America (ALLIANZ LIFE),
a corporation duly organized under the laws of the State of Minnesota, do
hereby appoint Lowell C. Anderson, each individually as my attorney and
agent, for me, and in my name as a Director of ALLIANZ LIFE on behalf of
ALLIANZ LIFE or otherwise, with full power to execute, deliver and file with
the Securities and Exchange Commission all documents required for
registration of a security under the Securities Act of 1933, as amended, and
the Investment Company Act of 1940, as amended, and to do and perform each
and every act that said attorney may deem necessary or advisable to comply
with the intent of the aforesaid Acts.

              WITNESS my hand and seal this 11th day of November, 1995.


WITNESS:

<TABLE>

<CAPTION>

<C>                            <S>

_____________________________  _____________________________
                               Dr. Gerhard Rupprecht

</TABLE>






                         LIMITED POWER OF ATTORNEY


      KNOW ALL MEN BY THESE PRESENTS, that I, Reverend Dennis Dease, a
Director  of Allianz Life Insurance Company of North America (ALLIANZ LIFE), a
corporation duly organized under the laws of the State of Minnesota, do hereby
appoint Lowell C. Anderson and Alan A. Grove, each individually as my attorney
and  agent,  for me, and in my name as a Director of ALLIANZ LIFE on behalf of
ALLIANZ  LIFE or otherwise, with full power to execute, deliver, and file with
the Securities and Exchange Commission all documents required for registration
of a security under the Securities Act of 1933, as amended, and the Investment
Company Act of 1940, as amended, and to do and perform each and every act that
said attorney may deem necessary or advisable to comply with the intent of the
aforesaid Acts.


                     WITNESS my hand and seal this 26 day of March, 1996.

WITNESS:

/s/ Cathleen B. Barrett                        /s/ Dennis Dease
_______________________                        _________________________
                                               Rev. Dennis Dease







                         LIMITED POWER OF ATTORNEY


      KNOW ALL MEN BY THESE PRESENTS, that I, James R. Campbell, a Director of
Allianz  Life Insurance Company of North America (ALLIANZ LIFE), a corporation
duly  organized  under  the  laws of the State of Minnesota, do hereby appoint
Lowell  C.  Anderson  and  Alan A. Grove, each individually as my attorney and
agent, for me, and in my name as a Director of ALLIANZ LIFE on behalf of
ALLIANZ  LIFE or otherwise, with full power to execute, deliver, and file with
the Securities and Exchange Commission all documents required for registration
of a security under the Securities Act of 1933, as amended, and the Investment
Company Act of 1940, as amended, and to do and perform each and every act that
said attorney may deem necessary or advisable to comply with the intent of the
aforesaid Acts.


                     WITNESS my hand and seal this 26 day of March, 1996.

WITNESS:

/s/ Connie Knowles                             /s/ James R. Campbell
_______________________                        _________________________
                                                  James R. Campbell





   

Blazzard, Grodd & Hasenauer, P.C.
943 Post Road East
Westport, CT 06880
(203) 226-7866

April 19, 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
     ----------------------------------------------------------------

Gentlemen:

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


    


Allianz Life Insurance Company of North America         [Allianz Logo]


Jack L. Baumer, FSA, MAAA
Manager
Variable Products Actuarial

1750 Hennepin Avenue
Minneapolis, MN  55403-2195
Telephone: (612) 337-6180
Telefax: (612) 337-6136

April 4, 1996


The Board of Directors
Allianz Life Insurance Company of North America
1750 Hennepin Avenue
Minneapolis, MN  55403




                            CONSENT OF ACTUARY


I hereby consent to the inclusion of the Illustrations of Policy Values
contained in Appendix A in a Registration Statement Form S-6 registering
Flexible Premium Variable Life  Insurance  Policies.  The illustrations have 
been prepared in accordance with  standard actuarial principles and reflect 
the operation of the Policy by taking  into  account all charges under the 
Policy and in the underlying fund, and are shown for the male, non-smoker
risk classification.

Sincerely,



/s/Jack L. Baumer

Jack L. Baumer, FSA, MAAA

JLB:rar


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




                        Independent Auditors' Consent




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


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
April 19, 1996

<TABLE> <S> <C>

<ARTICLE>     6
<CIK>     0000808468
<NAME>     ALLIANZ LIFE VARIABLE ACCOUNT A
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               DEC-31-1995
<INVESTMENTS-AT-COST>                        7,100,518
<INVESTMENTS-AT-VALUE>                       8,660,064
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                               8,660,064
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                       73,440
<TOTAL-LIABILITIES>                             73,440
<SENIOR-EQUITY>                              4,562,697
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                          462,413
<SHARES-COMMON-PRIOR>                          347,034
<ACCUMULATED-NII-CURRENT>                    1,590,278
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                        807,238
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                     1,626,411
<NET-ASSETS>                                 8,586,624
<DIVIDEND-INCOME>                              331,100
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                  65,360
<NET-INVESTMENT-INCOME>                        265,740
<REALIZED-GAINS-CURRENT>                       158,860
<APPREC-INCREASE-CURRENT>                      871,051
<NET-CHANGE-FROM-OPS>                        1,295,651
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                         84,992
<NUMBER-OF-SHARES-REDEEMED>                          0
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                       2,831,613
<ACCUMULATED-NII-PRIOR>                      1,324,538
<ACCUMULATED-GAINS-PRIOR>                      648,378
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                           65,360
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                 65,360
<AVERAGE-NET-ASSETS>                         7,170,818
<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>                                   .009
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        


</TABLE>


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