ALLIANZ LIFE VARIABLE ACCOUNT A
497, 1996-05-17
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               ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA

               FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY


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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
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     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,    seventeen     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 Precious Metals
Fund,        the Templeton Developing Markets Equity Fund, the
Templeton Global Growth Fund, the Templeton International Equity 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    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," 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
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                                                                      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                                                                
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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.
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YEARS  % OF SCP 
1-8          65%
 9           60%
10           55%
11           44%
12           33%
13           22%
14           11%
15+           0%
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     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,    seventeen     of which
are currently available in connection with the    Policies described in this
Prospectus    .


                           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    and     the
Templeton Global Asset Allocation 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.          All investment managers or
subadvisers are referred to collectively as "Managers." The Managers are
direct or indirect wholly-owned subsidiaries of Franklin Resources, Inc., a
publicly-owned holding company. The Managers, subject to the overall
policies, control 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

       

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.

       

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 heir revenues or pre-tax income
from activities outside of the U.S..  Foreign investing involves special
risks.

       

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,         MONEY
MARKET FUND, TEMPLETON PACIFIC GROWTH FUND, PRECIOUS METALS 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,         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
   AT     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 (   if    
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>

       

<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         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 59 1/2; (2) which is attributable to the
taxpayer becoming disabled (within the meaning of Section 72(m)(7) of the
Code); or (3) which  is  part  of a series of substantially equal periodic
payments made not less frequently than annually for the life (or life
expectancy) of the taxpayer  or the joint lives (or joint life expectancies)
of such taxpayer and his beneficiary.

     If a Policy is not classified as a Modified Endowment Contract, then any
surrenders  shall  be  treated  first  as a recovery of the investment in the
Policy  which  would  not  be  received  as  taxable  income.   However, if a
distribution  is the result of a reduction in benefits under the Policy within
the  first  fifteen  years  after the Policy is issued in order to comply with
Section  7702,  such distribution will, under rules set forth in Section 7702,
be taxed as ordinary income to the extent of income in the Policy.

     Any loans from a Policy which is not classified as a Modified Endowment
Contract, will be treated as indebtedness of the Owner and not a distribution.

     Personal interest payable on a loan under a Policy owned by an individual
is  generally  not  deductible.  Furthermore, no deduction will be allowed for
interest  on loans under Policies covering the life of any employee or officer
of  the  taxpayer or any person financially interested in the business carried
on  by  the taxpayer to the extent the indebtedness for such employee, officer
or  financially  interested  person exceeds  $50,000.   The  deductibility  of
interest  payable  on  Policy  loans may  be  subject  to  further  rules  and
limitations under Sections 163 and 264 of the Code.

     Policy Owners should seek competent tax advice on the tax consequences of
taking loans, distributions or surrendering any Policy.

MULTIPLE POLICIES

     The Code further provides that multiple Modified Endowment Contracts that
are  issued  within a calendar year period to the same owner by one company or
its  affiliates are treated as one Modified Endowment Contract for purposes of
determining  the taxable portion of any loans or distributions. Such treatment
may  result  in  adverse tax consequences including more rapid taxation of the
loans or distributed amounts from such combination of contracts. Policy Owners
should  consult  a  tax  adviser  prior  to  purchasing more than one Modified
Endowment Contract in any calendar year period.

TAX TREATMENT OF ASSIGNMENTS

     An  assignment  of  a Policy may be a taxable event. Policy Owners should
therefore consult competent tax advisers should they wish to assign their
Policies.

QUALIFIED PLANS

     The Policies may be  used  in  conjunction  with certain Qualified Plans.
Because the rules governing such use are complex, a purchaser should not do so
until he has consulted a competent Qualified Plans consultant.

                        VARIABLE ACCOUNT VOTING RIGHTS

     In accordance with its view of  present  applicable law, the Company will
vote the shares of the Trust held in the  Variable Account at special meetings
of the shareholders of the Trust in accordance with instructions received from
Owners  (or Beneficiaries  if  applicable) having the  voting  interest in the
Variable Account.  The Company  will vote shares for which it has not received
instructions in the  same  proportion  as  it  votes  shares  for which it has
received instructions. The Company  will  vote  shares  it  owns in  the  same
proportion as it votes shares for  which it has  received  instructions.   The
Trust does not hold regular meetings of shareholders.

     If the Investment Company Act of 1940 or any regulation thereunder should
be  amended  or  if the present interpretation thereof should change, and as a
result  the  Company determines that it is permitted to vote the shares of the
Trust in its own right, it may elect to do so.

     The voting interests of  the  Owner (or the Beneficiary if applicable) in
the  Trust  will  be  determined as follows: Owners may cast one vote for each
$100 of Account Value of the Policy allocated to the Sub-Account on the record
date for the shareholder meeting of the Trust. Fractional votes are counted.

     The number  of  shares  which  a  person  has  a  right  to  vote will be
determined as of the date to be chosen by the Company not more  than sixty
(60) days  prior to the meeting of the Trust. Voting instructions will be
solicited by written communication at least fourteen (14) days prior to such
meeting.

     Each Owner (or Beneficiary if applicable) having the  voting  interest in
the  Variable  Account  will receive periodic reports relating to the Trust in
which  he or she has an interest, proxy material and a form with which to give
such  voting instructions with respect to the proportion of the shares held in
the Variable Account corresponding to  his  or  her  interest  in the Variable
Account.

DISREGARD OF VOTING INSTRUCTIONS

     The Company may, when required  to  do so by state insurance authorities,
vote  shares  of  the Trust without regard to instructions from Owners if such
instructions  would  require  such shares to be voted to cause any Fund of the
Trust to make (or refrain from making)  investments  which  would  result  in
changes  in  the sub-classification or investment objectives of the Trust or a
Fund.   The  Company  may  also  disapprove  changes in the investment  policy
initiated by the  Owners  or  trustees  of  the  Trust, if such disapproval is
reasonable  and is based on a good faith determination by the Company that the
change would violate  state  or  federal  law  or  the  change  would  not  be
consistent with the investment objectives of the Trust  or  a  Fund  or  which
varies  from  the  general  quality and nature of investments  and  investment
techniques  used  by other funds with similar investment objectives underlying
other separate accounts of  the  Company  or  of  an affiliated life insurance
company.   In  the  event the Company does disregard  voting  instructions, a
summary of this action and the reasons for such action will be included in the
next semi-annual report to Owners.


                          DISTRIBUTION OF THE POLICY

     The Policy is sold by licensed insurance agents, where the Policy may be
lawfully sold, who are registered representatives of broker- dealers which are
registered  under  the  Securities Exchange Act of 1934 and are members of the
National Association of Securities Dealers, Inc.

     The  Policy  is distributed through the principal underwriter NALAC
Financial  Plans, Inc., 1750 Hennepin Avenue, Minneapolis, MN, a wholly-owned
subsidiary  of  the  Company.

     Commissions  will be  paid  to  broker-dealers  who  sell  the Policies.
Broker-dealers  will  be  paid commissions and expense reimbursements up to an
amount  equal to 100% of the first Guaranteed Coverage Premium; 4% of the next
six  Guaranteed  Coverage  Premiums;  and  2% of all premiums paid thereafter.
Similar  commissions  are paid on premiums received after any increase in Face
Amount, or the addition of a rider.   In  addition, broker-dealers  may  also
receive  additional  compensation,  based on meeting certain  production
standards.

                              REPORTS TO OWNERS

     The  Company  will  send  to  each  Owner annual reports of the  Variable
Account.  Within  30  days  after each Policy Anniversary, an annual statement
will be sent to each Owner. The statement will  show  the  current  amount  of
death  benefit  payable  under  the Policy, the current  Policy  Account,  the
current  Net  Cash  Value, current Indebtedness and will show all transactions
previously  confirmed.  The statement will also show premiums paid, investment
returns and all charges deducted during the Policy Year.

     Confirmations will be mailed  to  Policy  Owners within seven days of the
transaction  of:  (a)  the  receipt  of  premium  other  than  by  monthly
pre-authorized  checks  or  drafts  or government allotments; (b) any transfer
between Sub-Accounts; (c) any loan, interest repayment, or loan repayment; (d)
any  surrender;  (e)  exercise of the free look privilege; (f) any exchange of
the Policy; and (g) payment of the  death  benefit  under  the  Policy.   Upon
request,  a  Policy Owner shall be entitled to a receipt evidencing payment of
premium.

                              LEGAL PROCEEDINGS

     There are no legal proceedings  to  which  the  Variable  Account  or the
Principal Underwriter  is a party or to which the assets of the Variable 
Account are subject. The Company is not involved in any litigation  that is
of material importance in relation to its total assets or that relates to the
Variable Account.

                                   EXPERTS

     The financial statements of Allianz Life Variable  Account  A  and
the  consolidated financial statements of    the Company     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   s     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
   CONTRACT     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    CONTRACT     YEARS.
NO REPRESENTATIONS CAN BE MADE BY THE COMPANY OR THE TRUST THAT THESE 
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER A PERIOD OF TIME.


               ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
                           VARIABLE UNIVERSAL LIFE


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

<TABLE>

<CAPTION>
                                   GUARANTEED VALUES

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

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

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

</TABLE>

<TABLE>

<CAPTION>
                                    GUARANTEED VALUES

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

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

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

</TABLE>

<TABLE>

<CAPTION>
                                    GUARANTEED VALUES

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

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

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

</TABLE>

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

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


               ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
                           VARIABLE UNIVERSAL LIFE


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

<TABLE>

<CAPTION>
                                   GUARANTEED VALUES

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

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

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

</TABLE>

<TABLE>

<CAPTION>
                                   GUARANTEED VALUES

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

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

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

</TABLE>

<TABLE>

<CAPTION>
                                    GUARANTEED VALUES

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

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

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

</TABLE>

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

IT  IS  EMPHASIZED  THAT  THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN IN
THIS ILLUSTRATION ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A
REPRESENTATION  OF PAST OR FUTURE INVESTMENT RATES OF RETURN.  ACTUAL RATES OF
RETURN  MAY  BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND UPON A NUMBER OF
FACTORS,  INCLUDING  THE  INVESTMENT ALLOCATIONS MADE BY THE OWNER, PREVAILING
INTEREST RATES AND RATES OF INFLATION.  THE DEATH BENEFIT AND CASH VALUE FOR A
   CONTRACT     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    CONTRACT     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.




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