ALLIANZ LIFE VARIABLE ACCOUNT A
485BPOS, 1998-04-29
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                                                    Registration No. 33-11158
       
==============================================================================

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                     POST-EFFECTIVE AMENDMENT NO.    12    

                                       TO

                                    FORM S-6

                FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933

                     OF SECURITIES OF UNIT INVESTMENT TRUST

                            REGISTERED ON FORM N-8B-2



ALLIANZ LIFE VARIABLE ACCOUNT A

- -------------------------------
(Exact Name of Trust)


ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA

- -----------------------------------------------
(Name of Depositor)


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


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

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


Title and amount of Securities being Registered:
    Individual Flexible Premium Variable Life Insurance Policies.


It is proposed that this filing will become effective:
   
     ___  immediately  upon filing  pursuant to paragraph(b) of Rule 485
     _X_  on May 1, 1998  pursuant to paragraph (b) of Rule 485
     ___  60 days after filing pursuant  to  paragraph  (a)(1)  of Rule  485
     ___  on  (date)  pursuant  to paragraph (a)(1) of Rule 485
    

If appropriate, check the following box:

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

       



                    CROSS REFERENCE TO ITEMS REQUIRED

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

1                                     The Company, The Variable Account

2                                     The Company

3                                     Not Applicable

4                                     Distribution of the Policy

5                                     The Variable Account

6(a)                                  Not Applicable
 (b)                                  Not Applicable

9                                     Not Applicable

10                                    Premium Payments

11                                    Franklin Valuemark Funds

12                                    Franklin Valuemark Funds

13                                    Deductions and Charges

14                                    Premium Payments

15                                    The Variable Account

16                                    Franklin Valuemark Funds

17                                    Account Value, Cash  Surrender Value
                                       and Transfer Rights

18                                    Premium Payments

19                                    Not Applicable

20                                    Not Applicable

21                                    Not Applicable

22                                    Not Applicable

23                                    Not Applicable

24                                    Not Applicable

25                                    The Company

26                                    The Company

27                                    The Company

28                                    The Company

29                                    The Company

30                                    The Company

31                                    Not Applicable

32                                    Not Applicable

33                                    Not Applicable

34                                    Not Applicable

35                                    The Company

37                                    Not Applicable

38                                    Distribution of the Policy

39                                    Distribution of the Policy

40                                    Not Applicable

41(a)                                 Distribution of the Policy

42                                    Not Applicable

43                                    Not Applicable

44                                    Premium Payments

45                                    Not Applicable

46                                    Account Value, Cash Surrender Value
                                       and Transfer Rights

47                                    Not Applicable

48                                    Not Applicable

49                                    Not Applicable

50                                    Not Applicable

51                                    The Company

52                                    Franklin Valuemark Funds

53                                    Federal Tax Status

54                                    Financial Statements

55                                    Not Applicable
</TABLE>


<PAGE>

                 ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA

   
                 FLEXIBLE-PREMIUM VARIABLE LIFE INSURANCE POLICY


             ISSUED BY:                         ADMINISTERED BY:
             Allianz Life Insurance Company     Allianz Life ValueLife
               of North America                   Service Center
             1750 Hennepin Avenue               c/o CSC Financial Services Group
             Minneapolis, MN 55403              2323 Bryan Street, Suite 1100
            (800) 542-5427                      Dallas, TX 75201
                                                       or
                                                P.O. Box 219066
                                                Dallas, TX 75221
                                                (800) 525-7330

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

     Upon acceptance,  premiums will be allocated to the Fixed Option or Allianz
Life Variable Account A ("Variable Account"), a separate account of the Company.
The  Variable  Account  is  divided  into  Policy   Sub-Accounts.   Each  Policy
Sub-Account invests in one Portfolio of Franklin Valuemark Funds ("Trust").  The
Trust is a series  fund  with  twenty-five  Portfolios,  seventeen  of which are
currently  available  in  connection  with  the  Policy:  the  Global  Utilities
Securities  Fund,  the Growth and Income Fund,  the High Income Fund, the Income
Securities  Fund, the Money Market Fund, the Mutual Shares  Securities Fund, the
Natural  Resources  Securities Fund, the Real Estate Securities Fund, the Rising
Dividends  Fund,  the Small Cap Fund,  the Templeton  Developing  Markets Equity
Fund, the Templeton  Global Asset  Allocation  Fund, the Templeton Global Growth
Fund, the Templeton Global Income  Securities Fund, the Templeton  International
Equity Fund,  the Templeton  Pacific Growth and the U.S.  Government  Securities
Fund.  Prior to May 1, 1998, the Global  Utilities  Securities Fund was known as
the Utility Equity Fund. See "Summary" and "Federal 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.

     THIS  PROSPECTUS IS NOT AN OFFERING OF THE SECURITIES  HEREIN  DESCRIBED IN
ANY STATE,  COUNTRY,  OR JURISDICTION IN WHICH THE OFFERING IS UNAUTHORIZED.  NO
SALES  REPRESENTATIVE,  DEALER  OR  OTHER  PERSON  IS  AUTHORIZED  TO  GIVE  ANY
INFORMATION  OR MAKE ANY  REPRESENTATIONS  OTHER  THAN THOSE  CONTAINED  IN THIS
PROSPECTUS.

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, 1998
    


                               TABLE OF CONTENTS

                                                             PAGE

DEFINITIONS................................................     1

SUMMARY....................................................     2

THE COMPANY................................................     4

THE VARIABLE ACCOUNT.......................................     4

FRANKLIN VALUEMARK FUNDS...................................     4
    General................................................     5
    Substitution of Securities.............................     5

PREMIUM PAYMENTS...........................................     5
    General................................................     5
    Planned Periodic Premiums..............................     5
    Unscheduled Premiums...................................     5
    Grace Period...........................................     5
    Reinstatement..........................................     6
    Allocation of Premium..................................     7
    Dollar Cost Averaging..................................     7

DEDUCTIONS AND CHARGES.....................................     7
    Mortality and Expense Risk Charge......................     7
    Administrative Charges.................................     8
    Insurance Risk Charges.................................     8
    Charges for Additional Benefit Riders..................     9
    Surrender Charges......................................     9
    Partial Surrender Fee..................................     9
    Premium Taxes..........................................    10
    Transfer Fee...........................................    10
    Income Tax Charge......................................    10
   
    Portfolio Annual Expenses..............................    11
    

DEATH BENEFIT..............................................    12
    Death Benefit..........................................    12
    Change in Death Benefit................................    12
    Change in Face Amount..................................    12
        Face Amount Increase...............................    12
        Face Amount Decrease...............................    13
    Guaranteed Death Benefit Rider.........................    13
    Accelerated Benefit Rider..............................    14

POLICY ACCOUNT, CASH VALUE, NET CASH
    VALUE, TRANSFER RIGHTS
    AND SURRENDERS.........................................    14
    Policy Account.........................................    14
       
    Method of Determining Policy Sub-
        Account Values.....................................    14
       
    Cash Value, Net Cash Value.............................    14
    Transfer Rights........................................    14
    Partial Surrenders.....................................    15
    Full Surrenders........................................    16

LOAN PROVISIONS............................................    16
    Policy Loans...........................................    16
    Loan Interest Charged..................................    16
    Loan Limit.............................................    17
    Security...............................................    17
    Restrictions on Making Loans...........................    17
    Repaying Policy Debt...................................    17
    Limit on Policy Debt...................................    17

OWNERSHIP..................................................    17
    Transfer of Ownership..................................    18
    Assignment.............................................    18

BENEFICIARY PROVISIONS.....................................    18

DELAY OF PAYMENTS..........................................    18

MANAGEMENT OF THE COMPANY..................................    19

   
FEDERAL TAX STATUS.........................................    20
    

    Introduction...........................................    20
    Diversification........................................    20
    Tax Treatment of the Policy............................    21
    Policy Proceeds........................................    21
    Tax Treatment of Loans and
        Surrenders.........................................    21
    Multiple Policies......................................    22
    Tax Treatment of Assignments...........................    22
    Qualified Plans........................................    22

VARIABLE ACCOUNT VOTING PRIVILEGES.........................    23
    Disregard of Voting Instructions.......................    23

DISTRIBUTION OF THE POLICY.................................    23

REPORTS TO OWNERS..........................................    23

LEGAL PROCEEDINGS..........................................    24

EXPERTS....................................................    24

LEGAL OPINIONS.............................................    24

FINANCIAL STATEMENTS.......................................    24

APPENDIX A -- ILLUSTRATION OF
    POLICY VALUES...........................................   A-1




                                   DEFINITIONS

Annual Guaranteed  Coverage Premium.  The Annual Guaranteed  Coverage Premium is
equal to twelve times the Guaranteed Coverage Premium.

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

Cash Value.  The Policy Account minus the Surrender Charge.

Company.  Allianz Life Insurance Company of North America.

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

Eligible Investment.  Those investments available under the Policy.

Face Amount of  Insurance.  The amount of  coverage  chosen by the Owner used to
determine the Death Benefit. The minimum Face Amount is $100,000.

   
Fixed Option (referred to in the Policy as the "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.
    

Guaranteed Coverage Premium. The Guaranteed Coverage Premium is a monthly target
premium  amount  which  will  vary  by the  issue  age,  sex,  and  underwriting
classification  of the  Insured  as  well as the  amount  and  type of  coverage
involved.  There is a distinct  Guaranteed  Coverage Premium for the base policy
(death benefit) as well as each rider attached to the base policy.

Insurance Risk Amount.  The excess of the Death Benefit over the Policy Account.

Insured. The person whose life is covered by the Policy. The Insured is named on
the Coverage Page of the Policy.

Issue Date.  The date when the Insured's  life is covered under the Policy.  The
Issue Date is shown on the Coverage Page of the Policy.

Maturity  Benefit.  An amount equal to the Policy  Account less any  outstanding
Policy Debt. This amount will be paid to the Owner on the Maturity Date.

Maturity  Date.  The  last  date on  which  premiums  can be paid  and  coverage
continued under the Policy.

Net Cash Value.  The Cash Value minus any Policy Debt.

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

   
Policy  Account.  The sum of the  amounts in the Fixed  Option and in the Policy
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.

   
Policy Sub-Account  (referred to in the Policy as  "Sub-Account").  A segment of
the  Variable  Account.  Each  Policy  Sub-Account  is  invested  in shares of a
Portfolio of an Eligible Investment.
    

Surrender  Charge Premium.  The Surrender  Charge Premium is equal to the Annual
Guaranteed  Coverage  Premium for the base policy  death  benefit  coverage of a
standard  mortality risk. The Surrender  Charge Premium will vary with the issue
age, sex, and smoking  classification  of the Insured as well as the face amount
of the base policy.

Total Guaranteed Coverage Premium.  The Total Guaranteed Coverage Premium is the
sum of the  Guaranteed  Coverage  Premium of the base policy and the  Guaranteed
Coverage Premium of any riders attached to the base policy. During the first ten
years after the policy is issued the Total  Guaranteed  Coverage Premium is used
in the calculation of the Minimum Required Premium to keep the policy in force.

Valuation  Date. The Variable  Account will be valued each day that the New York
Stock  Exchange is open for trading which is Monday through  Friday,  except for
normal business holidays.

Valuation Period. The period commencing at the close of business of the New York
Stock  Exchange on each  Valuation  Date and ending at the close of business for
the next succeeding Valuation Date.

Variable  Account.  A separate  account  maintained  by the  Company  into which
premiums for the Policy and certain other policies are  allocated.  The Variable
Account has been designated "Allianz Life Variable Account A".


                                     SUMMARY

THE POLICY

     The Policy described in this Prospectus is a flexible-premium variable life
insurance policy.  The Policy is "flexible" because unlike the fixed premium and
benefits of an ordinary whole life insurance policy, the frequency and amount of
premium  payments can vary, the Owner can choose  between death benefit  options
and can increase or decrease the amount of  insurance  coverage,  all within the
same policy of insurance.

     The Policy is "variable" because the Policy Account,  when allocated to the
Variable  Account,  and under certain  circumstances the death benefit under the
Policy,  may increase or decrease  depending upon the investment  results of the
selected Eligible Investments or Portfolios within an Eligible Investment.

     There  are two  death  benefit  options:  Option A and  Option  B. If Death
Benefit  Option A is in effect,  the Death  Benefit is the  greater of the total
Face Amount at the  beginning  of the Policy  Month when the death occurs or the
Policy Account on the date of death multiplied by the applicable  factor.  Under
this  option,  the  amount of the Death  Benefit  is  fixed,  except  when it is
determined by such a percentage.  If Death  Benefit  Option B is in effect,  the
Death  Benefit is the greater of the total Face Amount at the  beginning  of the
Policy Month when the death occurs plus the Policy  Account on the date of death
or the Policy Account on the date of death multiplied by the applicable  factor.
Under this option,  the amount of the Death  Benefit is variable.  The Owner may
change the death benefit option which was selected.

     During the life of the Insured,  the Owner can surrender the Policy for all
or part of its Net Cash Value.

     The  Owner  may  obtain a Policy  Loan,  using  the  Policy  Cash  Value as
security.

     The Company makes  available a number of riders that can be elected to meet
a variety of needs of the Insured. See "Death Benefit" section for a description
of the Guaranteed Death Benefit Rider and the Accelerated Benefit Rider.

   
     The  Policy  has  been  designed  to  comply  with the  definition  of life
insurance  contained in Section 7702 of the  Internal  Revenue Code of 1986,  as
amended ("Code").  However,  the law in this regard is very complex and unclear.
While every attempt has been made to comply, there is the risk that the Internal
Revenue  Service will not concur with the Company's  interpretations  of Section
7702 that were made in determining such compliance.  Furthermore,  under certain
circumstances,  the Policy could be treated as a "modified  endowment  contract"
under  Section  7702A of the Code.  For a further  discussion,  see "Federal 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 Policy Sub-Accounts.  Each of the Policy Sub-Accounts is
invested  solely  in the  shares of one of the  Portfolios  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 "Federal 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 (in states  which charge a premium tax) 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  Policy  Sub-Account  and is  deducted  from the Policy
          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
          Policy Sub-Account.
    
               Administrative Charges. These charges are equal to:

   
                    a) on an annual basis, 0.15% of the average daily net assets
               of each  Policy  Sub-Account  and is  deducted  from  the  Policy
               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  Charges  contain:   a  Deferred
Administrative  Expense and a Deferred Sales Load.  The Deferred  Administrative
Expense  is $5.00 per $1,000 of Face  Amount of  Insurance  for the first  three
Policy Years,  then grades  linearly to zero over Policy Years 4 through 13. The
Deferred Sales Load is the lesser of 30% of the Surrender  Charge Premium,  plus
5% of all premiums over the Surrender  Charge  Premium  (SCP),  or the following
percentage of SCP.

<TABLE>
<CAPTION>

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

</TABLE>

     The  Surrender  Charge  Premium  (SCP) is equal  to the  Annual  Guaranteed
Coverage  Premium  for the base  policy  death  benefit  coverage  of a standard
mortality  risk.  The SCP will  vary  with  the  issue  age,  sex,  and  smoking
classification of the Insured as well as the face amount of the base policy.

     For some higher issue ages, the Standard Non-Forfeiture Law of the
state where the Policy is delivered may limit Surrender  Charges to amounts less
than those defined above.  A Surrender  Charge may also be deducted in the event
of a decrease in Face Amount.

          Partial  Surrender Fee. If the Owner  surrenders only a portion of the
     Net Cash  Value at any time  during  the  Insured's  lifetime,  there is an
     administrative  fee assessed which is currently  equal to the lesser of $25
     or 2% of the Partial  Surrender  Amount. A Partial  Surrender that does not
     exceed 10% of the Net Cash Value may be made once each Policy Year  without
     incurring a Surrender Charge or the Partial Surrender Fee.

   
          Transfer   Fee.  The  Owner  may  transfer   values  from  one  Policy
     Sub-Account  to  another  or to or from  the  Fixed  Option.  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 managers and administrators for each Portfolio in
     the Trust are paid fees for their services based upon each  Portfolio's net
     assets.  (See "Deductions and Charges -- Portfolio Annual Expenses" in this
     Prospectus and the Prospectus for the Trust).
    

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 Policy Sub-Accounts of the Variable Account
and to the  unloaned  portion of the Fixed Option  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.  The  Company is a  wholly-owned  subsidiary  of Allianz  Versicherungs-AG
Holding ("Allianz").  Allianz is headquartered in Munich, Germany, and has sales
outlets  throughout  the world.  The  Company  offers  fixed and  variable  life
insurance and annuities, and group life, accident and health insurance.

     NALAC Financial Plans, LLC 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,  LLC is reimbursed for expenses  incurred in
the distribution of the Policies.

   
     The Company provides administration for the Policy at its ValueLife Service
Center: c/o CSC Financial Services Group, 2323 Bryan Street, Suite 1100, 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 Policy Sub-Accounts with the assets of
each Policy Sub-Account  invested in one of the Portfolios of Franklin Valuemark
Funds.
    


                            FRANKLIN VALUEMARK FUNDS

   
     Franklin Valuemark Funds ("Trust") is comprised of twenty-five  Portfolios,
seventeen  of which are  currently  available  in  connection  with the Policies
described in this  Prospectus.  The Trust is an open-end  management  investment
company  registered  under  the 1940  Act.  The  investment  objectives  of each
Portfolio and a discussion of potential  risks are 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.  CERTAIN PORTFOLIOS CONTAINED IN THE TRUST
PROSPECTUS ARE NOT AVAILABLE UNDER THE POLICIES OFFERED BY THIS PROSPECTUS.

     Investment  managers for each  Portfolio  are listed in the table below and
are as follows:  Franklin Advisers,  Inc. (FA), Franklin Advisory Services, Inc.
(FAS),  Franklin Mutual  Advisers,  Inc. (FMA),  Templeton Asset Management Ltd.
(TAM),  and Templeton  Global  Advisors  Limited  (TGA).  Certain  managers have
retained one or more affiliated subadvisers.
    

<TABLE>
<CAPTION>
   
     The following is a list of the Portfolios available under the Policy:


                                                                  INVESTMENT
AVAILABLE PORTFOLIOS                                               MANAGERS
- ------------------------------------------------------------------------------
<C>                                                                 <S>
PORTFOLIO SEEKING STABILITY
OF PRINCIPAL AND INCOME
    Money Market Fund.......................................          FA
PORTFOLIOS SEEKING
CURRENT INCOME
    High Income Fund........................................          FA
    Templeton Global Income Securities
       Fund.................................................          FA
    U.S. Government Securities Fund.........................          FA
PORTFOLIOS SEEKING
GROWTH AND INCOME
    Global Utilities Securities Fund........................          FA
       (formerly, Utility Equity Fund)
    Growth and Income Fund..................................          FA
    Income Securities Fund..................................          FA
    Mutual Shares Securities Fund...........................          FMA
    Real Estate Securities Fund.............................          FA
    Rising Dividends Fund...................................          FAS
    Templeton Global Asset Allocation
       Fund.................................................          TGA

PORTFOLIOS SEEKING
CAPITAL GROWTH
    Natural Resources Securities
       Fund.................................................          FA
    Small Cap Fund..........................................          FA
    Templeton Developing Markets Equity
       Fund.................................................          TAM
    Templeton Global Growth Fund............................          TGA
    Templeton International Equity
       Fund.................................................          FA
    Templeton Pacific Growth Fund...........................          FA
- ------------------------------------------------------------------------------
</TABLE>
    

GENERAL

   
     There  is no  assurance  that  the  investment  objectives  of  any  of the
Portfolios  will be met.  Owners bear the  complete  investment  risk for Policy
Account values allocated to a Policy Sub-Account.

     Additional Portfolios 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

   
     The Company may substitute one of the Portfolios  Owners have selected with
another  Portfolio.  The Company would not do this without the prior approval of
the Securities and Exchange  Commission.  The Company will give Owners notice of
its intention to do this.
    


   
                                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.  Neither the Variable  Account nor the Trust is designed for professional
market timing organizations, other entities, or persons using programmed, large,
or frequent transfers.
    


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 Option or one or more of the Policy
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 Policy  Sub-Accounts  in accordance  with the premium  allocation on
record.  This allocation is not deemed to be a transfer  subject to the transfer
fee provision (see "Transfer  Fee"). The Company reserves the right to limit the
number of investment options (seventeen Portfolios and the Fixed Option) that an
Owner may invest in at any one time.  Currently,  the Owner may only be invested
in a maximum of seven investment  options at any one time throughout the life of
the Policy.
    


DOLLAR COST AVERAGING

     Dollar Cost Averaging is a program which,  if elected,  enables an Owner to
systematically   allocate   specified  dollar  amounts  from  the  Money  Market
Sub-Account or the U.S. Government Securities  Sub-Account to the Policy's other
Sub-Accounts  (maximum  of  five)  at  regular  intervals.  By  allocating  on a
regularly  scheduled  basis,  as opposed to  allocating  the total amount at one
particular  time,  an Owner  may be less  susceptible  to the  impact  of market
fluctuations.

   
     Dollar  Cost  Averaging  may be selected  for 12 to 36 months.  The minimum
amount per period to allocate is $1,000.  All dollar  cost  averaging  transfers
will be made effective the tenth of the month (or the next Valuation Date if the
tenth of the month is not a  Valuation  Date).  Election  into this  program may
occur at any time by  properly  completing  the Dollar Cost  Averaging  election
form,  returning  it to the Company by the first of the month,  to be  effective
that month,  and insuring  that  sufficient  value is in either the Money Market
Sub-Account or the U.S. Government  Securities  Sub-Account.  When utilizing the
Dollar  Cost  Averaging  program,  an Owner must be invested in either the Money
Market  Sub-Account or the U.S.  Government  Securities  Sub-Account  and may be
invested in a maximum of five of the other Policy Sub-Accounts.
    

     Dollar Cost Averaging will terminate when any of the following occurs:  (1)
the number of  designated  transfers  has been  completed;  (2) the value of the
Money Market  Sub-Account  or the U.S.  Government  Securities  Sub-Account  (as
applicable)  is  insufficient  to  complete  the next  transfer;  (3) the  Owner
requests termination in writing and such writing is received by the first of the
month in order to cancel the transfer  scheduled  to take effect that month;  or
(4) the  Policy is  terminated.  There is no  current  charge  for  Dollar  Cost
Averaging  but the Company  reserves the right to charge for this  program.  The
Company does not intend to profit from any such  charge.  In the event there are
additional transfers, the transfer fee may be charged.


                             DEDUCTIONS AND CHARGES

     Deductions under the Policy will be made as follows:


MORTALITY AND EXPENSE RISK CHARGE

   
     The Company  deducts a Mortality  and Expense  Risk Charge from each Policy
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 Policy
Sub-Account.  The current risk charge is equal,  on an annual basis, to 0.60% of
the  average  daily net  assets of each  Policy  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 Policy 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 Policy  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.
    


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>

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

</TABLE>

     The  Surrender  Charge  Premium  (SCP) is equal  to the  Annual  Guaranteed
Coverage  Premium  for the base  policy  death  benefit  coverage  of a standard
mortality  risk.  The SCP will  vary  with  the  issue  age,  sex,  and  smoking
classification of the Insured as well as the face amount of the base policy.

     For some higher issue ages,  the Standard  Non-Forfeiture  Law of the state
where the Policy is delivered may limit  Surrender  Charges to amounts less than
those defined above.

     The  Surrender  Charge may also be  deducted  in the event of a decrease in
Face Amount.

     The  Surrender  Charge at any time during the first  Policy Year equals the
Surrender  Charge  at the end of the  year.  The  Surrender  Charge  during  any
subsequent Policy Year will be calculated based on end of year Surrender Charges
and the portion of the year that has been completed.

     When  the  Policy  terminates,  the  Policy  Account  may be less  than the
Surrender Charge. If so, the Owner will not have to pay the difference.

     If the Policy is reinstated, the Surrender Charge will also be reinstated.


PARTIAL SURRENDER FEE

     If the Owner  surrenders  only a portion  of the Net Cash Value at any time
during the Insured's lifetime,  there is an administrative fee assessed which is
currently equal to the lesser of $25 or 2% of the Partial Surrender Amount. (See
"Policy Account,  Cash Value, Net Cash Value,  Transfer Rights and Surrenders --
Partial  Surrenders.")  A Partial  Surrender that does not exceed 10% of the Net
Cash Value may be made once each  Policy  Year  without  incurring  a  Surrender
Charge or the Partial Surrender Fee.


PREMIUM TAXES

   
     There is a charge for state and local premium taxes and it is deducted from
each premium  payment.  The charge is equal to 2.5% of each premium  payment and
approximates the average expenses to the Company  associated with premium taxes.
Premium taxes currently imposed on the Policies range from 2% to 3.5% of 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.
This charge does not apply in states that do not charge premium tax.
    


TRANSFER FEE

   
     The Owner may transfer values from one Policy  Sub-Account to another or to
or from the Fixed Option.  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.
    


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 Policy  Sub-Accounts  of the
Variable  Account.  The Company  reserves  the right to assess a charge for such
taxes against the Policy  Sub-Accounts if the Company determines that such taxes
will be incurred.
    

<PAGE>
<TABLE>
<CAPTION>

   
PORTFOLIO ANNUAL EXPENSES

There are deductions from and expenses paid out of the assets of the Portfolios which are summarized below. The Management and
Portfolio  Administration  Fees for each  Portfolio are based on a percentage of that  Portfolio's  net assets.  See "Franklin
Valuemark Funds" in this Prospectus and "Management" in the Trust prospectus.

The "Management and Portfolio  Administration  Fees" below include investment advisory and other management and administrative
fees not included as "Other  Expenses" that were paid to the Managers and Portfolio  Administrators  to the Trust for the 1997
calendar year.

                                                                     MANAGEMENT
                                                                    AND PORTFOLIO              OTHER        TOTAL ANNUAL
                                                               ADMINISTRATION FEES1          EXPENSES          EXPENSES
<C>                                                                    <S>                    <S>              <S>
Global Utilities Securities Fund2............................             .47%                   .03%             .50%
Growth and Income Fund.......................................             .47%                   .02%             .49%
High Income Fund.............................................             .50%                   .03%             .53%
Income Securities Fund.......................................             .47%                   .03%             .50%
Money Market Fund3...........................................             .51%                   .02%             .53%
Mutual Shares Securities Fund................................             .60%                   .20%             .80%
Natural Resources Securities Fund............................             .62%                   .07%             .69%
Real Estate Securities Fund..................................             .51%                   .03%             .54%
Rising Dividends Fund........................................             .72%                   .02%             .74%
Small Cap Fund...............................................             .75%                   .02%             .77%
Templeton Developing Markets Equity Fund.....................            1.25%                   .17%            1.42%
Templeton Global Asset Allocation Fund.......................             .65%                   .29%             .94%
Templeton Global Growth Fund.................................             .83%                   .05%             .88%
Templeton Global Income Securities Fund......................             .56%                   .06%             .62%
Templeton International Equity Fund..........................             .80%                   .09%             .89%
Templeton Pacific Growth Fund................................             .92%                   .11%            1.03%
U.S. Government Securities Fund..............................             .48%                   .02%             .50%

- -------------
<FN>
1    The Portfolio Administration Fee is a direct expense for the Templeton Global Asset Allocation Fund and the Mutual Shares
     Securities Fund; other Portfolios pay for similar services indirectly through the Management Fee. See "Management" in the
     Trust Prospectus for further information regarding these fees.

2    Prior to May 1, 1998, the Global Utilities Securities Fund was known as the Utility Equity Fund.

3    Franklin  Advisers,  Inc.  agreed in advance to waive a portion of its Management Fee and to pay certain  expenses of the
     Money Market Fund during 1997. It is currently continuing this arrangement in 1998. This arrangement may be terminated at
     any time. With this reduction,  the Portfolio's actual Total Annual Expenses for 1997 were 0.45% of the average daily net
     assets of the Portfolio.
</FN>
</TABLE>
    
<PAGE>
                                  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  Portfolio,  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. There is an administrative  charge for
this benefit which is guaranteed not to exceed the lesser of $1,000 or 2% of the
benefit.  This  limit may vary  depending  on the state in which the  Policy was
purchased. The current administrative charge is $150.


                           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 Option and in the Policy  Sub-Accounts  of the Variable  Account under
the Policy.


METHOD OF DETERMINING POLICY SUB-ACCOUNT VALUES

     Policy  Sub-Account values will fluctuate in accordance with the investment
experience  of the  applicable  underlying  Portfolio  held  within  the  Policy
Sub-Account.  In order to determine these Policy Sub-Account values, the Company
utilizes  Policy  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  Portfolio  were  purchased  for the  Policy
Sub-Accounts,  each Policy  Sub-Account  valuation  unit was valued at $10.  The
value of a unit within each Policy  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 Policy 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 Policy
             Sub-Account.

     and (b) is the total number of units applicable to that Policy  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  Policy  Sub-Account  of the  Variable  Account  to one or more of the other
Policy  Sub-Accounts of the Variable Account or to the Fixed Option. The minimum
amount that can be  transferred  from the value in a Policy  Sub-Account  of the
Variable  Account  on any date is the  lesser  of the  Minimum  Transfer  Amount
(currently $500) or the value in that Policy Sub-Account on that date. The Owner
may transfer on any Policy  Anniversary an amount from the unloaned value in the
Fixed  Option  to one or  more  Policy  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  Option  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 Option
on  any  Policy  Anniversary  is the  lesser  of the  Minimum  Transfer  Amount,
currently $500, or the unloaned value in the Fixed Option on that date.

     Twelve  transfers may be made in a Policy Year without the  imposition of a
charge.  The Company may charge a transfer  fee for  additional  transfers  in a
Policy Year.  The current  transfer fee is the lesser of $25 or 2% of the amount
transferred.  The Owner may tell the Company how much of such a transfer  fee is
to come from the unloaned  value in the Fixed Option and from the values in each
of the Policy  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 Option and the value in the Policy  Sub-Accounts of
the Variable Account bear to the total unloaned value in the Policy Account.

     Neither the  Variable  Account nor the Trust is designed  for  professional
market timing organizations, other entities, or persons using programmed, large,
or frequent  transfers.  A pattern of exchanges  that  coincides  with a "market
timing" strategy may be disruptive to the Portfolio 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,  if, in the Portfolio  manager's  judgment,  a Portfolio
would be  unable  to  invest  effectively  in  accordance  with  its  investment
objectives and policies, or would otherwise potentially be adversely affected.
    

     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  surrendered.  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 Option and from values in each of the Policy  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  Option and  unloaned  values in the Policy  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 "Federal
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  Option.  If the Policy Loan
requested  exceeds  the loan  limit,  the Owner may also  request a transfer  of
values from the Policy Sub-Accounts of the Variable Account to the Fixed Option,
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
Policy Sub-Accounts to be transferred, the Company will make the transfers based
on the  proportions  that the values in the Policy  Sub-Accounts of the Variable
Account bear to the total unloaned value in the Policy Account.

     Policy loans may have federal tax consequences (see "Federal 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  Option  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  Option.  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 Option,
the Company will transfer  values from the Policy  Sub-Accounts  of the Variable
Account  to the  Fixed  Option  if  such  values  are  available,  based  on the
proportions  that the values in the Policy  Sub-Accounts of the Variable Account
bear to the total value of the Policy 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  Option  and  to the  Policy
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  ValueLife  Service
Center; and

     2. any irrevocably named Beneficiary.


TRANSFER OF OWNERSHIP

     The Owner may  transfer  ownership  of the Policy.  The Company will not be
responsible  for any payment it makes or other action the Company takes before a
copy of the written  transfer is received by it. The Company is not  responsible
for the validity of the  transfer.  The Company may require the Policy to record
the transfer.  This may be a taxable event.  Owners should consult a tax adviser
should they wish to change ownership of the Policy.

     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.  This may be a taxable event. Owners should consult a tax adviser should
they wish to assign the Policy.


                             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
Option for up to six months from the date of request. In such states the Company
provides a Policy reserving this right.
    

<TABLE>
<CAPTION>

                            MANAGEMENT OF THE COMPANY

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

       NAME                       PRINCIPAL OCCUPATIONS DURING THE PAST FIVE YEARS
- -----------------------          ---------------------------------------------------
<C>                              <S>
Lowell C. Anderson               Chairman, President and Chief Executive Officer
                                 of the Company since October, 1988.  From  1985
                                 to 1988,  Mr. Anderson was  President and Chief
                                 Operating Officer of the Company.

Herbert F. Hansmeyer             Chairman  of  the  Board  of Allianz of America
                                 Corp.  Member  of  the  Board  of Management of
                                 Allianz-AG,   Munich,   Germany,   since  1986;
                                 formerly  Chief Executive  Officer  of  Allianz
                                 Insurance  Company,  Los  Angeles,  California;
                                 formerly  President and Chief Executive Officer
                                 of FFIC.

Dr. Jerry E. Robertson           Former   Executive   Vice   President,  3M/Life
                                 Sciences Sector since November 1988.

Dr. Gerhard Rupprecht            Chairman of the  Board of Management -- Allianz
                                 Lebensversicherungs, since 1979.

Michael P. Sullivan              President, Chief Executive Officer and Director
                                 of International Dairy Queen, Inc. since 1987.

   
Michael T. Westermeyer           Vice President -- Corporate  Legal Officer  and
                                 Secretary  of  the  Company  since  April 1997.
                                 Formerly  Second Vice President, Senior Counsel
                                 and Assistant Secretary of the Company.

Paul Howman                      Vice President -- Underwriting  of  the Company
                                 since 1995.
    

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.
                                 Previously  Senior  Vice  President  and  Chief
                                 Actuary.
    

Ronald L. Wobbeking              President -- Mass  Marketing  Division  of  the
                                 Company since September 1991. Previously Senior
                                 Vice President Mass Marketing.

Rev. Dennis J. Dease             President,  University  of St. Thomas, St. Paul
                                 since July 1991.

James R. Campbell                Executive Vice President of Norwest Corporation
                                 since February 1988.

   
Robert M. Kimmitt                Partner in the law  firm of  Wilmer,  Cutler  &
                                 Pickering.   Previously,  from   1993  to 1997,
                                 managing director of Lehman Brothers.
</TABLE>


                               FEDERAL 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  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.

     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  Portfolio  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.  However,  an  exchange  under
Section 1035 of the Code of a life insurance policy entered into before June 21,
1988 for the  Policy  will not cause  the  Policy to be  treated  as a  Modified
Endowment Contract if no additional premiums are paid.

     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.
Upon  complete  surrender  or when  Maturity  Benefits  are paid,  if the amount
received  plus loan  indebtedness  exceeds the total  premiums paid that are not
treated as previously surrendered by the Policy Owner, the excess generally will
be treated as ordinary income.

     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, exchanging 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 or the change of ownership of a Policy may be a
taxable event.  Policy Owners should  therefore  consult  competent tax advisers
should they wish to assign or change the Owner of 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 PRIVILEGES

     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 1940 Act 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 Policy  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 Portfolio 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 Portfolio.
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 Portfolio or which varies from the general  quality
and nature of investments  and investment  techniques  used by other  Portfolios
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,  LLC,  1750  Hennepin  Avenue,   Minneapolis,   MN,  55403,  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 Trust.  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;  (b) any  transfer  between  Policy
Sub-Accounts;  (c) any loan,  interest  repayment,  or loan  repayment;  (d) any
surrender;  (e)  exercise of the free look  privilege;  (f) any  exchange of the
Policy;  and (g) payment of the death benefit under the Policy.  Upon request, a
Policy Owner shall be entitled to a receipt evidencing payment of premium.
    

                                LEGAL PROCEEDINGS

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

                                     EXPERTS

   
     The  financial  statements  of  Allianz  Life  Variable  Account  A and the
consolidated  financial  statements  of the Company as of and for the year ended
December  31, 1997  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

   
     Blazzard,  Grodd &  Hasenauer,  P.C.,  Westport,  Connecticut  has provided
advice on certain matters relating to the federal securities and income tax laws
in connection with the Policies.
    

                              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.



<PAGE>



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

                              Financial Statements

                               December 31, 1997 

<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, 1997, 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,  1997,  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 30, 1998
<PAGE>

ALLIANZ LIFE VARIABLE ACCOUNT A
OF ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
Financial Statements 
  
Statements of Assets and Liabilities
December 31, 1997 
<TABLE>
<CAPTION>
                                                                                                                   Mutual
                                                              Capital  Growth and    High      Income     Money   Discovery
                                                              Growth     Income     Income   Securities  Market  Securities
                                                               Fund       Fund       Fund       Fund      Fund      Fund
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                            <C>      <C>          <C>      <C>        <C>       <C>
Investments at net asset value:
 Franklin Valuemark Funds:
  Capital Growth Fund, 7,314 shares, cost $98,842             $98,154           -          -          -         -         -
  Growth and Income Fund, 110,377 shares, cost $1,721,674           -   2,319,030          -          -         -         -
  High Income Fund, 126,991 shares, cost $1,595,578                 -           -  1,836,297          -         -         -
  Income Securities Fund, 64,974 shares, cost $1,045,255            -           -          -  1,193,580         -         -
  Money Market Fund, 712,297 shares, cost $712,297                  -           -          -          -   712,297         -
  Mutual Discovery Securities Fund, 29,255 shares, cost $328,822    -           -          -          -         -   356,036
- ---------------------------------------------------------------------------------------------------------------------------
      Total assets                                             98,154   2,319,030  1,836,297  1,193,580   712,297   356,036
- ---------------------------------------------------------------------------------------------------------------------------
Liabilities:
 Accrued mortality and expense risk charges                        97       1,470      1,346      1,195     1,084       522
 Accrued administrative charges                                    25         367        337        298       271       130
- ---------------------------------------------------------------------------------------------------------------------------
      Total liabilities                                           122       1,837      1,683      1,493     1,355       652
- ---------------------------------------------------------------------------------------------------------------------------
      Net assets                                              $98,032   2,317,193  1,834,614  1,192,087   710,942   355,384
===========================================================================================================================
Policy owners' equity (notes 4 and 5)                         $98,032   2,317,193  1,834,614  1,192,087   710,942   355,384
=========================================================================================================================== 
<FN>
See accompanying notes to financial statements. 
</FN>
</TABLE>                                         

<PAGE>
ALLIANZ LIFE VARIABLE ACCOUNT A
OF ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
Financial  Statements  (continued)       

Statements  of Assets and  Liabilities (cont.)
December 31, 1997 
<TABLE>
<CAPTION>
                                                             Mutual     Natural                                 Templeton
                                                             Shares    Resources Real Estate Rising    Small   Developing
                                                           Securities Securities Securities  Dividends  Cap      Markets
                                                              Fund       Fund       Fund      Fund      Fund    Equity Fund
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                        <C>         <C>         <C>        <C>       <C>      <C>
Investments at net asset value:
 Franklin Valuemark Funds:
  Mutual Shares Securities Fund, 75,498 shares,
   cost $866,245                                            $919,568          -          -          -          -          -
  Natural Resources Securities Fund, 9,348 shares,
   cost $127,758                                                   -    106,663          -          -          -          -
  Real Estate Securities Fund, 25,299 shares,
   cost $500,132                                                   -          -    647,660          -          -          -
  Rising Dividends Fund, 33,345 shares, cost $502,078              -          -          -    656,227          -          -
  Small Cap Fund, 23,878 shares, cost $333,287                     -          -          -          -    359,369          -
  Templeton Developing Markets Equity Fund, 61,879 shares,
   cost $706,025                                                   -          -          -          -          -    636,734
- ---------------------------------------------------------------------------------------------------------------------------
      Total assets                                            919,568   106,663    647,660    656,227    359,369    636,734
Liabilities:
 Accrued mortality and expense risk charges                     1,059       937      1,098      1,049      1,222      1,076
 Accrued administrative charges                                   264       233        274        263        306        269
- ---------------------------------------------------------------------------------------------------------------------------
      Total liabilities                                         1,323     1,170      1,372      1,312      1,528      1,345
      Net assets                                             $918,245   105,493    646,288    654,915    357,841    635,389
===========================================================================================================================
Policy owners' equity (notes 4 and 5)                        $918,245   105,493    646,288    654,915    357,841    635,389
=========================================================================================================================== 
<FN>
See accompanying notes to financial statements. 
</FN>
</TABLE>                                         

<PAGE>
ALLIANZ LIFE VARIABLE ACCOUNT A
OF ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
Financial  Statements  (continued)       

Statements  of Assets and  Liabilities (cont.)
December 31, 1997 
<TABLE>
<CAPTION>
                                                                                                      Templeton
                                                      Templeton  Templeton  Templeton     Templeton International Templeton
                                                    Global Asset  Global  Global Income International  Smaller     Pacific
                                                     Allocation   Growth   Securities      Equity     Companies    Growth
                                                        Fund       Fund       Fund          Fund        Fund        Fund
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                  <C>          <C>       <C>           <C>          <C>         <C>
Investments at net asset value:
 Franklin Valuemark Funds:
  Templeton Global Asset Allocation Fund,
   22,777 shares, cost $259,422                        $312,501          -         -              -            -          -
  Templeton Global Growth Fund, 
   84,015 shares, cost $1,093,744                             -   1,288,788        -              -            -          -
  Templeton Global Income Securities Fund,
   11,761 shares, cost $150,515                               -           -  152,543              -            -          -
  Templeton International Equity Fund, 89,852 shares,
   cost $1,291,827                                            -           -        -      1,448,409            -          -
  Templeton International Smaller Companies Fund,
   1,135 shares, cost $13,585                                 -           -        -              -       12,510          -
  Templeton Pacific Growth Fund,
   31,363 shares, cost $426,406                               -           -        -              -            -    291,047
- ---------------------------------------------------------------------------------------------------------------------------
      Total assets                                      312,501   1,288,788  152,543      1,448,409       12,510    291,047
Liabilities:
 Accrued mortality and expense risk charges                 554       1,141      891          1,213           32        978
 Accrued administrative charges                             138         285      222            303            8        244
- ---------------------------------------------------------------------------------------------------------------------------
      Total liabilities                                     692       1,426    1,113          1,516           40      1,222
      Net assets                                       $311,809   1,287,362  151,430      1,446,893       12,470    289,825
===========================================================================================================================
Policy owners' equity (notes 4 and 5)                  $311,809   1,287,362  151,430      1,446,893       12,470    289,825
=========================================================================================================================== 
<FN>
See accompanying notes to financial statements. 
</FN>
</TABLE>                                         

<PAGE>
ALLIANZ LIFE VARIABLE ACCOUNT A
OF ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
Financial  Statements  (continued)       

Statements  of Assets and  Liabilities (cont.)
December 31, 1997 
<TABLE>
<CAPTION>
                                                  U.S. Government   Utility    Zero        Zero          Zero        Total
                                                    Securities      Equity   Coupon       Coupon        Coupon        All
                                                       Fund          Fund  Fund - 2000  Fund - 2005   Fund - 2010    Funds
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                <C>              <C>     <C>          <C>          <C>             <C>
Investments at net asset value:
 Franklin Valuemark Funds:
  U.S. Government Securities Fund,
   63,145 shares, cost $756,643                     $878,985             -          -           -            -
  Utility Equity Fund, 78,490 shares,
   cost $1,104,261                                         -     1,595,708          -           -             -
  Zero Coupon Fund - 2000,
   23,176 shares, cost $260,526                            -             -    350,879           -             -
  Zero Coupon Fund - 2005,
   20,836 shares, cost $241,831                            -             -          -     355,261             -
  Zero Coupon Fund - 2010,
   23,008 shares, cost $339,679                            -             -          -           -       410,226
- ---------------------------------------------------------------------------------------------------------------------------
      Total assets                                   878,985     1,595,708    350,879     355,261       410,226  16,938,472
Liabilities:
 Accrued mortality and expense risk charges            1,030         1,289        519         500           562      20,864
 Accrued administrative charges                          257           322        130         124           141       5,211
- ---------------------------------------------------------------------------------------------------------------------------
      Total liabilities                                1,287         1,611        649         624           703      26,075
      Net assets                                    $877,698     1,594,097    350,230     354,637       409,523  16,912,397
- ---------------------------------------------------------------------------------------------------------------------------
Policy owners' equity (notes 4 and 5)               $877,698     1,594,097    350,230     354,637       409,523  16,912,397  
===========================================================================================================================  
<FN>
See accompanying notes to financial statements. 
</FN>
</TABLE>                                         

<PAGE>
ALLIANZ LIFE VARIABLE ACCOUNT A
OF ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
Financial Statements (continued) 
  
Statements of Operations
For the years ended December 31, 1997, 1996 and 1995 
<TABLE>
<CAPTION>
                                                    Adjustable
                                               U.S. Government Fund     Capital Growth Fund     Growth and Income Fund
- ---------------------------------------------------------------------------------------------------------------------------
                                                1997   1996    1995      1997  1996  1995        1997    1996     1995
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>     <C>     <C>       <C>   <C>   <C>          <C>    <C>      <C>
Investment income:
 Dividends reinvested in fund shares            $-     18,030   1,373       7    -     -         61,679  28,758   10,179
- ---------------------------------------------------------------------------------------------------------------------------
Expenses:
 Mortality and expense risk charges              -        740     139      96    2     -         14,386   9,969    5,842
 Administrative charges                          -        185      35      24    -     -          3,597   2,492    1,460
- ---------------------------------------------------------------------------------------------------------------------------
      Total expenses                             -        925     174     120    2     -         17,983  12,461    7,302
- ---------------------------------------------------------------------------------------------------------------------------      
      Investment income (loss), net              -     17,105  1,199    (113)  (2)    -         43,696  16,297    2,877
Realized gains (losses) and  
 unrealized appreciation (depreciation)on
 investments:
  Realized capital gain distributions on
   mutual funds                                  -          -       -       -    -     -         59,819 101,857   22,157    
   investments, net                              -    (10,027)     35     (11)   -     -         75,044  25,750   20,358
- ---------------------------------------------------------------------------------------------------------------------------
      Realized gains (losses) on investments, net           - (10,027)     35  (11)    -        134,863 127,607   42,515
  Net change in unrealized appreciation
   (depreciation)on investments                             -    (200)    240 (548) (140)       283,057  37,916  184,273
- ---------------------------------------------------------------------------------------------------------------------------
      Total realized gains (losses)
       and unrealized appreciation
       (depreciation) on investments, net        -    (10,227)    275    (559)(140)    -        417,920 165,523  226,788
Net increase (decrease) in net assets
 from operations                                $-      6,878   1,474    (672)(142)    -        461,616 181,820  229,665
===========================================================================================================================
<FN>
See accompanying notes to financial statements. 
</FN>
</TABLE>                                         

<PAGE>

ALLIANZ LIFE VARIABLE ACCOUNT A
OF ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
Financial Statements (continued)     

Statements of Operations (cont.)
For the years ended December 31, 1997, 1996 and 1995 
<TABLE>
<CAPTION>
                                                                                                      Investment Grade
                                              High Income Fund           Income Securities Fund    Intermediate Bond Fund
- ---------------------------------------------------------------------------------------------------------------------------
                                           1997     1996     1995         1997    1996    1995       1997  1996   1995
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>       <C>      <C>           <C>    <C>    <C>         <C>   <C>    <C>
Investment income:
 Dividends reinvested in fund shares    $153,512   167,136  78,044       71,443 33,370   19,772         -  3,706  3,949
- ---------------------------------------------------------------------------------------------------------------------------
Expenses:
 Mortality and expense risk charges       12,094    12,310   7,709        7,189  4,656   2,265          -    366    529
 Administrative charges                    3,023     3,077   1,927        1,797  1,164     566          -     91    132
- ---------------------------------------------------------------------------------------------------------------------------
      Total expenses                      15,117    15,387   9,636        8,986  5,820   2,831          -    457    661
- ---------------------------------------------------------------------------------------------------------------------------      
      Investment income (loss), net      138,395   151,749  68,408       62,457 27,550  16,941          -  3,249  3,288
Realized  gains  (losses)  and   
 unrealized appreciation (depreciation)
 on investments:
  Realized capital gain distributions
  on mutual funds                          5,036     8,872       -       15,347  5,550   1,592          -      -      -
  Realized gains (losses) on sales
  of investments, net                     43,795    33,892   7,610        7,042  2,373     721          -  1,981  1,106
- ---------------------------------------------------------------------------------------------------------------------------
      Realized gains (losses) on
       investments, net                   48,831    42,764   7,610       22,389  7,923   2,313          -  1,981  1,106
 Net change in unrealized appreciation
 (depreciation) on investments             4,999    26,432 122,964       68,874 37,183  47,314          - (3,575) 2,630
- ---------------------------------------------------------------------------------------------------------------------------
      Total realized gains (losses) and
       unrealized appreciation
       (depreciation) on investments, net 53,830    69,196 130,574       91,263 45,106  49,627          - (1,594) 3,736
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets
 from operations                        $192,225   220,945 198,982      153,720 72,656  66,568          -  1,655  7,024  
===========================================================================================================================
<FN>
See accompanying notes to financial statements. 
</FN>
</TABLE>                                         

<PAGE>
ALLIANZ LIFE VARIABLE ACCOUNT A
OF ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
Financial Statements (continued)     

Statements of Operations (cont.)
For the years ended December 31, 1997, 1996 and 1995 
<TABLE>
<CAPTION>
                                                                              Mutual Discovery          Mutual Shares
                                                    Money Market Fund          Securities Fund          Securities Fund
- ---------------------------------------------------------------------------------------------------------------------------
                                                  1997    1996    1995        1997   1996 1995       1997    1996  1995
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                               <C>     <C>     <C>         <C>    <C>  <C>       <C>      <C>   <C>
Investment income:
 Dividends reinvested in fund shares           $35,286  32,922  33,164          40     -     -         72       -     -
- ---------------------------------------------------------------------------------------------------------------------------
Expenses:
 Mortality and expense risk charges              4,368   4,291   4,898       1,140    22     -      2,067      31     -
 Administrative charges                          1,092   1,073   1,225         285     5     -        517       8     -
- ---------------------------------------------------------------------------------------------------------------------------
      Total expenses                             5,460   5,364   6,123       1,425    27     -      2,584      39     -
      Investment income (loss), net             29,826  27,558  27,041      (1,385)  (27)    -     (2,512)    (39)    -
Realized  gains (losses) and unrealized
 appreciation (depreciation) 
 on investments:
  Realized capital gain distributions on
   mutual funds                                      -       -       -           -     -     -          -       -     -
  Realized gains (losses) on sales of
   investments, net                                  -       -       -         166     -     -      2,034       2     -
- ---------------------------------------------------------------------------------------------------------------------------
      Realized gains (losses) on investments, net    -       -       -         166     -     -      2,034       2     -
  Net change in unrealized appreciation (depreciation)
   on investments                                    -       -       -      26,719   495     -     51,689   1,634     -
- ---------------------------------------------------------------------------------------------------------------------------
      Total realized gains (losses) and unrealized
       appreciation (depreciation) on
       investments, net                              -       -       -      26,885   495     -     53,723   1,636     -
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets
 from operations                                $29,826  27,558 27,041      25,500   468     -     51,211   1,597     -
============================================================================================================================
<FN>
See accompanying notes to financial statements. 
</FN>
</TABLE>                                         

<PAGE>
ALLIANZ LIFE VARIABLE ACCOUNT A
OF ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
Financial Statements (continued)    

Statements of Operations (cont.)
For the years ended December 31, 1997, 1996 and 1995 
<TABLE>
<CAPTION>
                                   Natural Resources Securities Fund  Real Estate Securities Fund   Rising Dividends Fund
- ---------------------------------------------------------------------------------------------------------------------------
                                           1997     1996     1995         1997    1996   1995        1997    1996    1995
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                        <C>     <C>       <C>          <C>     <C>    <C>         <C>     <C>     <C>
Investment income:
 Dividends reinvested in fund shares      $1,844    2,102    3,600        12,965  7,943   3,875      5,990    3,981  1,695
- ---------------------------------------------------------------------------------------------------------------------------
Expenses:
 Mortality and expense risk charges          416    1,012    2,489         3,466  1,883     833      3,657    1,632    587
 Administrative charges                      104      253      622           867    471     208        914      408    147    
- ---------------------------------------------------------------------------------------------------------------------------
      Total expenses                         520    1,265    3,111         4,333  2,354   1,041      4,571    2,040    734
- --------------------------------------------------------------------------------------------------------------------------- 
      Investment income (loss), net        1,324      837      489         8,632  5,589   2,834      1,419    1,941    961
Realized  gains  (losses)  and  
 unrealized appreciation (depreciation)
 on investments:
  Realized capital gain distributions
   on mutual funds                             -    1,927    2,665         6,191      -       -     10,229        -      -
  Realized gains (losses) on sales of
   investments, net                       (1,936)  14,498   15,031        17,125  1,980   3,559     18,073    2,703    463
- ---------------------------------------------------------------------------------------------------------------------------
      Realized gains (losses) on
       investments, net                   (1,936)  16,425   17,696        23,316  1,980   3,559     28,302    2,703    463
  Net change in unrealized appreciation
  (depreciation) on investments          (25,118)  (8,994) (10,144)       57,737 58,343  14,488     93,007   44,265 19,701
- ---------------------------------------------------------------------------------------------------------------------------
      Total realized gains (losses)
       and unrealized appreciation
      (depreciation) on investments, net (27,054)   7,431    7,552        81,053 60,323  18,047    121,309   46,968 20,164
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets
 from operations                        ($25,730)   8,268    8,041        89,685 65,912  20,881    122,728   48,909 21,125
===========================================================================================================================
<FN>
See accompanying notes to financial statements. 
</FN>
</TABLE>                                         

<PAGE>
ALLIANZ LIFE VARIABLE ACCOUNT A
OF ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
Financial Statements (continued)     

Statements of Operations (cont.)
For the years ended December 31, 1997, 1996 and 1995 
<TABLE>
<CAPTION>
                                                                    Templeton Developing Markets     Templeton Global
                                                 Small Cap Fund              Equity Fund           Asset Allocation Fund
- ---------------------------------------------------------------------------------------------------------------------------
                                              1997    1996   1995       1997    1996    1995         1997   1996   1995
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                           <C>     <C>    <C>       <C>     <C>      <C>         <C>     <C>    <C>
Investment income:
 Dividends reinvested in fund shares         $384      -      -       10,159   2,914     562        7,863    228      4
- ---------------------------------------------------------------------------------------------------------------------------
Expenses:
 Mortality and expense risk charges         1,277    105      -        3,802   2,551   3,898        2,512  2,065     25
 Administrative charges                       319     26      -          950     638     975          628    516      6
- ---------------------------------------------------------------------------------------------------------------------------
      Total expenses                        1,596    131      -        4,752   3,189   4,873        3,140  2,581     31
- ---------------------------------------------------------------------------------------------------------------------------
      Investment income (loss), net        (1,212)  (131)     -        5,407    (275) (4,311)       4,723 (2,353)   (27)
Realized gains (losses) and  unrealized 
 appreciation (depreciation)
 on investments:
  Realized capital gain distributions
   on mutual funds                          4,546      -      -       16,114   5,391     132        2,268    456      -
  Realized gains (losses) on sales of
   investments, net                         2,723    472      -        1,960   2,603    (585)      23,197 12,194     17
- ---------------------------------------------------------------------------------------------------------------------------
      Realized gains (losses) on 
       investments, net                     7,269    472      -       18,074   7,994    (453)      25,465 12,650     17
  Net change in unrealized appreciation
  (depreciation) on investments            22,458  3,624      -     (127,265) 56,503   4,422       11,716 41,378    (15)
- ---------------------------------------------------------------------------------------------------------------------------
      Total realized gains (losses) and
       unrealized appreciation (depreciation)
       on investments, net                 29,727  4,096      -     (109,191)  64,497  3,969       37,181 54,028      2
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets
 from operations                          $28,515  3,965      -     (103,784)  64,222   (342)      41,904 51,675    (25)
===========================================================================================================================
<FN>
See accompanying notes to financial statements. 
</FN>
</TABLE>                                         

<PAGE>
ALLIANZ LIFE VARIABLE ACCOUNT A
OF ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
Financial Statements (continued)     

Statements of Operations (cont.)
For the years ended December 31, 1997, 1996 and 1995 
<TABLE>
<CAPTION>
                                            Templeton Global             Templeton Global         Templeton International
                                              Growth Fund             Income Securities Fund            Equity Fund
- ---------------------------------------------------------------------------------------------------------------------------
                                          1997     1996    1995         1997    1996  1995         1997     1996    1995
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                        <C>     <C>     <C>          <C>     <C>   <C>         <C>       <C>     <C>
Investment income:
 Dividends reinvested in fund shares    $15,984   8,202   1,137         10,037  7,568  2,871      33,230   19,177  6,289
- ---------------------------------------------------------------------------------------------------------------------------
Expenses:
 Mortality and expense risk charges       7,051   3,948   1,255            903    745    470       8,366    6,014  2,178
 Administrative charges                   1,763     987     314            226    186    118       2,092    1,504    545
- ---------------------------------------------------------------------------------------------------------------------------
      Total expenses                      8,814   4,935   1,569          1,129    931    588      10,458    7,518  2,723
      Investment income (loss), net       7,170   3,267    (432)         8,908  6,637  2,283      22,772   11,659  3,566
Realized gains (losses) and unrealized   
 appreciation (depreciation)
 on investments:
  Realized capital gain distributions
   on mutual funds                        5,328   8,202       -             -       -      -      50,952   23,468  7,792
  Realized gains (losses) on sales of
   investments, net                      15,707   2,914     587           668     432    392      13,328    4,043    606
- ---------------------------------------------------------------------------------------------------------------------------
      Realized gains (losses) on
       investments, net                  21,035  11,116     587           668     432    392      64,280   27,511  8,398
  Net change in unrealized appreciation
 (depreciation) on investments           80,562  91,158  23,468        (6,915)  2,837  6,634      25,384  114,314 19,054
- ---------------------------------------------------------------------------------------------------------------------------
      Total realized gains (losses) and
       unrealized appreciation (depreciation)
       on investments, net              101,597  102,274  24,055       (6,247)  3,269  7,026      89,664  141,825 27,452
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets
 from operations                       $108,767  105,541  23,623        2,661   9,906  9,309     112,436  153,484 31,018  
============================================================================================================================
<FN>
See accompanying notes to financial statements. 
</FN>
</TABLE>                                         

<PAGE>
ALLIANZ LIFE VARIABLE ACCOUNT A
OF ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
Financial Statements (continued)     

Statements of Operations (cont.)
For the years ended December 31, 1997, 1996 and 1995 
<TABLE>
<CAPTION>
                                            Templeton International           Templeton              U.S Government
                                            Smaller Companies Fund       Pacific Growth Fund         Securities Fund
- ---------------------------------------------------------------------------------------------------------------------------
                                               1997   1996  1995         1997   1996    1995       1997    1996    1995
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                           <C>     <C>   <C>          <C>     <C>    <C>         <C>     <C>     <C>
Investment income:
 Dividends reinvested in fund shares            $17     -     -         8,455  10,710   4,502     52,576  45,170  41,763
- ---------------------------------------------------------------------------------------------------------------------------
Expenses:
 Mortality and expense risk charges              29     3     -           214   2,726   1,485      5,796   4,926   3,974
 Administrative charges                           7     1     -            53     682     371      1,449   1,231     994
- ---------------------------------------------------------------------------------------------------------------------------
      Total expenses                             36     4     -           267   3,408   1,856      7,245   6,157   4,968
      Investment income (loss), net             (19)   (4)    -         8,188   7,302   2,646     45,331  39,013  36,795
Realized gains (losses) and unrealized   
 appreciation (depreciation)   
 on investments:
  Realized capital gain distributions
   on mutual funds                                -     -     -             -   6,208   1,872         -        -       -
  Realized gains (losses) on sales of
   investments, net                              (2)  119     -           907   6,092   1,245    27,003   18,468   7,473
- ---------------------------------------------------------------------------------------------------------------------------
      Realized gains (losses) 
       on investments, net                       (2)  119     -           907  12,300   3,117    27,003   18,468   7,473
  Net change in unrealized appreciation
  (depreciation) on investments              (1,075)    -     -      (164,185) 12,362  13,125       136  (37,068) 56,173
- ---------------------------------------------------------------------------------------------------------------------------
      Total realized gains (losses) and unrealized
       appreciation (depreciation) on
       investments, net                     (1,077)   119     -      (163,278) 24,662  16,242    27,139  (18,600) 63,646
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets
 from operations                           ($1,096)   115     -      (155,090) 31,964  18,888    72,470   20,413 100,441  
===========================================================================================================================
<FN>
See accompanying notes to financial statements. 
</FN>
</TABLE>                                         

<PAGE>
ALLIANZ LIFE VARIABLE ACCOUNT A
OF ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
Financial Statements (continued)     

Statements of Operations (cont.)
For the years ended December 31, 1997, 1996 and 1995 
<TABLE>
<CAPTION>
                                           Utility Equity Fund       Zero Coupon Fund - 1995    Zero Coupon Fund - 2000
- ---------------------------------------------------------------------------------------------------------------------------
                                         1997     1996     1995        1997 1996   1995          1997     1996    1995
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>     <C>       <C>        <C>   <C>    <C>           <C>      <C>     <C>
Investment income:
 Dividends reinvested in fund shares   $66,211   75,714    70,912        -      -  17,379       24,296    19,213  13,993
- ---------------------------------------------------------------------------------------------------------------------------
Expenses:
 Mortality and expense risk charges      9,862   11,220     8,983        -      -   (594)        2,223     2,212   2,179
 Administrative charges                  2,466    2,805     2,246        -      -   (149)          556       553     545
- ---------------------------------------------------------------------------------------------------------------------------
      Total expenses                    12,328   14,025    11,229        -      -   (743)        2,779     2,765   2,724
      Investment income (loss), net     53,883   61,689    59,683        -      -  18,122       21,517    16,448  11,269
Realized gains (losses) and unrealized   
 appreciation (depreciation)   
 on investments:
  Realized capital gain distributions
   on mutual funds                      91,611        -        -         -      -     86           550       190       -
  Realized gains (losses) on sales of
   investments, net                     59,135  118,555   23,410         -      - 37,619         5,922     2,734   1,164
- ---------------------------------------------------------------------------------------------------------------------------
      Realized gains (losses) on
       investments, net                150,746  118,555   23,410         -      - 37,705         6,472     2,924   1,164
  Net change in unrealized appreciation
  (depreciation) on investments        116,553  (93,370) 259,686         -      -(37,457)       (6,554)  (13,736) 44,013
- ---------------------------------------------------------------------------------------------------------------------------
      Total realized gains (losses) and
       unrealized appreciation (depreciation)
       on investments, net             267,299   25,185  283,096         -      -    248           (82)  (10,812) 45,177
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets
 from operations                      $321,182   86,874  342,779         -      - 18,370        21,435     5,636  56,446  
===========================================================================================================================
<FN>
See accompanying notes to financial statements. 
</FN>
</TABLE>                                         

<PAGE>
ALLIANZ LIFE VARIABLE ACCOUNT A
OF ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
Financial Statements (continued)     

Statements of Operations (cont.)
For the years ended December 31, 1997, 1996 and 1995 
<TABLE>
<CAPTION>
                                Zero Coupon Fund - 2005       Zero Coupon Fund - 2010              Total All Funds
- ---------------------------------------------------------------------------------------------------------------------------
                                 1997     1996    1995         1997    1996    1995            1997    1996     1995
- ---------------------------------------------------------------------------------------------------------------------------
<S>                             <C>      <C>      <C>          <C>     <C>    <C>              <C>     <C>     <C>
Investment income:
 Dividends reinvested in
 fund shares                   $25,018   19,668  12,928       22,065   8,167  3,109         619,133   514,679  331,100
- ---------------------------------------------------------------------------------------------------------------------------
Expenses:
 Mortality and expense
  risk charges                   2,373    2,270   2,227        2,535   1,411    916          95,822    77,110   52,287
 Administrative charges            593      568     557          634     353    229          23,956    19,277   13,073
- ---------------------------------------------------------------------------------------------------------------------------
      Total expenses             2,966    2,838   2,784        3,169  1,764   1,145       119,778     96,387    65,360
- ---------------------------------------------------------------------------------------------------------------------------      
      Investment income
       (loss), net              22,052   16,830  10,144       18,896  6,403   1,964       499,355    418,292   265,740
Realized gains (losses) and
 unrealized appreciation
 (depreciation) on investments:
  Realized capital gain distributions
   on mutual funds                  87        -       -          176  2,213       -       268,254    164,334    36,296
  Realized gains (losses) on
   sales of investments, net    11,706    4,146   1,495        1,074  6,865     258       324,660    252,789   122,564
- ---------------------------------------------------------------------------------------------------------------------------
      Realized gains (losses) on
       investments, net         11,793    4,146   1,495        1,250  9,078     258       592,914    417,123   158,860
  Net change in unrealized
   appreciation (depreciation)
   on investments                1,480  (21,955) 68,320       35,571  4,806  32,162       548,282    354,212   871,051
- ---------------------------------------------------------------------------------------------------------------------------
      Total realized gains
       (losses) and unrealized
       appreciation (depreciation)
       on investments, net      13,273  (17,809) 69,815       36,821 13,884  32,420     1,141,196    771,335 1,029,911
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in
 net assets from operations    $35,325     (979) 79,959       55,717 20,287  34,384     1,640,551  1,189,627 1,295,651  
===========================================================================================================================
<FN>
See accompanying notes to financial statements. 
</FN>
</TABLE>                                         

<PAGE>
ALLIANZ LIFE VARIABLE ACCOUNT A
OF ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
Financial Statements (continued) 
  
Statements of Changes in Net Assets 
For the years ended December 31, 1997,  1996 and 1995    
<TABLE>
<CAPTION>
                                               Adjustable
                                          U.S. Government Fund         Capital Growth Fund         Growth and Income Fund
- ---------------------------------------------------------------------------------------------------------------------------
                                          1997   1996     1995        1997    1996  1995         1997       1996      1995
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                        <C>   <C>      <C>         <C>      <C>  <C>          <C>       <C>        <C>
Increase (decrease) in net assets:
 Operations:
  Investment income (loss), net           $-    17,105    1,199       (113)     (2)    -      43,696      16,297     2,877
  Realized gains (losses) on
   investments, net                        -   (10,027)      35        (11)      -     -     134,863     127,607    42,515
  Net change in unrealized appreciation
   (depreciation) on investments           -      (200)     240       (548)   (140)    -     283,057      37,916   184,273
- ---------------------------------------------------------------------------------------------------------------------------
      Net increase (decrease) in
       net assets from operations          -     6,878    1,474       (672)   (142)    -     461,616    181,820    229,665
- ---------------------------------------------------------------------------------------------------------------------------
 Policy transactions (note 4):
  Purchase payments                        -     6,969   12,633           -       -    -      387,084    347,781   233,408
  Transfers between funds                  -   (34,766)  11,222      94,715   4,560    -      194,269    289,040   111,030
  Surrenders and terminations              -    (1,178)       -           -       -    -     (271,440)   (28,415)  (54,886)
  Policy loan transactions                 -        74   (1,764)          -       -    -        3,110     8,174        842
  Other transactions (note 2)              -    (2,842)  (6,127)       (429)      -    -     (163,700)  (145,312)  (92,875)
- ---------------------------------------------------------------------------------------------------------------------------
      Net increase (decrease) in
       net assets resulting from
       policy transactions                 -   (31,743)  15,964      94,286   4,560    -      149,323    471,268   197,519
- ---------------------------------------------------------------------------------------------------------------------------
Increase (decrease) in net assets          -   (24,865)  17,438      93,614   4,418    -      610,939    653,088   427,184
Net assets at beginning of year            -    24,865    7,427       4,418       -    -    1,706,254 1,053,166    625,982
- ---------------------------------------------------------------------------------------------------------------------------
Net assets at end of year                 $-         -   24,865      98,032   4,418    -    2,317,193  1,706,254 1,053,166
===========================================================================================================================
<FN>
See accompanying notes to financial statements. 
</FN>
</TABLE>                                         

<PAGE>
ALLIANZ LIFE VARIABLE ACCOUNT A
OF ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
Financial Statements (continued) 
  
Statements of Changes in Net Assets (cont.)
For the years ended December 31, 1997, 1996 and 1995 
<TABLE>
<CAPTION>
                                                                                                    Investment Grade
                                          High Income Fund          Income Securities Fund        Intermediate Bond Fund
- ---------------------------------------------------------------------------------------------------------------------------
                                      1997      1996       1995      1997     1996      1995        1997   1996    1995
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>       <C>        <C>      <C>      <C>        <C>        <C>    <C>     <C>
Increase (decrease) in net assets:
 Operations:
  Investment income
   (loss), net                      $138,395    151,749    68,408    62,457   27,550    16,941         -    3,249   3,288
  Realized gains (losses)
   on investments, net                48,831     42,764     7,610    22,389    7,923     2,313         -    1,981   1,106
  Net change in unrealized
   appreciation (depreciation)
   on investments                      4,999    26,432   122,964    68,874   37,183    47,314         -   (3,575)  2,630
- ---------------------------------------------------------------------------------------------------------------------------
      Net increase (decrease)
       in net assets
       from operations               192,225    220,945   198,982   153,720   72,656    66,568         -    1,655   7,024
 ---------------------------------------------------------------------------------------------------------------------------
 Policy transactions (note 4):
  Purchase payments                   50,642     57,851    44,935   255,347  275,281   223,737         -   11,940  14,163
  Transfers between funds           (140,178)   344,787    37,055    46,671  120,002   186,849         -  (72,421)  8,123
  Surrenders and
   terminations                      (67,891)    (3,551)  (14,331)  (11,918) (20,210)  (14,487)        -     (751)(40,771)
  Policy loan transactions           (33,557)     8,073     1,359   (25,240)  (4,239)  (19,420)        -        -       -
  Other transactions
   (note 2)                          (41,580)   (35,494)  (32,177)  (96,044) (98,005)  (89,585)        -   (5,413) (7,440)
- ---------------------------------------------------------------------------------------------------------------------------
      Net increase (decrease)
       in net assets resulting
       from policy transactions     (232,564)   371,666    36,841    168,816  272,829   287,094         -  (66,645)(25,925)
- ---------------------------------------------------------------------------------------------------------------------------
Increase (decrease) in net assets    (40,339)   592,611   235,823    322,536  345,485   353,662         -  (64,990)(18,901)
Net assets at beginning of year    1,874,953  1,282,342 1,046,519    869,551  524,066   170,404         -   64,990  83,891
- ---------------------------------------------------------------------------------------------------------------------------
Net assets at end of year         $1,834,614  1,874,953 1,282,342  1,192,087  869,551   524,066         -        -  64,990  
===========================================================================================================================
<FN>
See accompanying notes to financial statements. 
</FN>
</TABLE>                                         

<PAGE>
ALLIANZ LIFE VARIABLE ACCOUNT A
OF ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
Financial Statements (continued) 
  
Statements of Changes in Net Assets (cont.)
For the years ended December 31, 1997, 1996 and 1995 
<TABLE>
<CAPTION>
                                                                           Mutual Discovery               Mutual Shares
                                                  Money Market Fund        Securities Fund              Securities Fund
- ---------------------------------------------------------------------------------------------------------------------------
                                         1997       1996       1995        1997     1996  1995          1997    1996   1995
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>        <C>        <C>         <C>      <C>   <C>           <C>     <C>     <C>
Increase (decrease) in net assets:
 Operations:
  Investment income (loss), net        $29,826      27,558     27,041      (1,385)    (27)   -        (2,512)    (39)     -
  Realized gains (losses) on
   investments, net                          -           -          -         166       -    -          2,034       2     -
  Net change in unrealized
   appreciation (depreciation)
   on investments                            -           -          -      26,719     495    -         51,689   1,634     -
- ---------------------------------------------------------------------------------------------------------------------------
      Net increase (decrease) in
       net assets from operations       29,826      27,558     27,041      25,500     468    -         51,211   1,597     -
 Policy transactions (note 4):
  Purchase payments                  1,996,782   2,288,562  1,140,571           -       -    -         16,585       -     -
  Transfers between funds           (2,136,510) (2,221,762)  (843,539)    281,309  50,000    -        776,453  84,053     -
  Surrenders and terminations          (52,158)    (27,431)   (48,126)          -       -    -              -       -     -
  Policy loan transactions             (25,633)     (5,692)      (251)          -       -    -         (1,956)      -     -
  Other transactions (note 2)          168,886     (13,338)  (124,409)     (1,893)      -    -         (9,654)    (44)    -
- ---------------------------------------------------------------------------------------------------------------------------
      Net increase (decrease) in
       net assets resulting from
       policy transactions             (48,633)     20,339    124,246     279,416  50,000    -        781,428  84,009     -
- ---------------------------------------------------------------------------------------------------------------------------
Increase (decrease) in net assets      (18,807)     47,897    151,287     304,916  50,468    -        832,639  85,606     -
Net assets at beginning of year        729,749     681,852    530,565      50,468       -    -         85,606       -     -
- ---------------------------------------------------------------------------------------------------------------------------
Net assets at end of year             $710,942     729,749    681,852     355,384  50,468    -        918,245  85,606     -
===========================================================================================================================
<FN>
See accompanying notes to financial statements. 
</FN>
</TABLE>                                         

<PAGE>
ALLIANZ LIFE VARIABLE ACCOUNT A
OF ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
Financial Statements (continued) 
  
Statements of Changes in Net Assets (cont.)
For the years ended December 31, 1997, 1996 and 1995 
<TABLE>
<CAPTION>
                                        Natural Resources                 Real Estate                      Rising
                                         Securities Fund                 Securities Fund                Dividends Fund
- ---------------------------------------------------------------------------------------------------------------------------
                                    1997      1996     1995          1997      1996     1995         1997      1996    1995
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                <C>         <C>      <C>          <C>      <C>       <C>         <C>       <C>      <C>
Increase (decrease) in net assets:
 Operations:
  Investment income
 (loss), net                       $1,324      837      489        8,632      5,589     2,834      1,419     1,941     961
  Realized gains (losses) on
   investments, net                (1,936)  16,425   17,696       23,316      1,980     3,559     28,302     2,703     463
  Net change in unrealized
   appreciation (depreciation)
   on investments                 (25,118)  (8,994) (10,144)      57,737     58,343    14,488     93,007    44,265   19,701
- ---------------------------------------------------------------------------------------------------------------------------
      Net increase (decrease)
       in net assets from
       operations                 (25,730)   8,268    8,041       89,685     65,912    20,881    122,728    48,909   21,125
- --------------------------------------------------------------------------------------------------------------------------- 
Policy transactions (note 4):
  Purchase payments                15,837   18,730   24,963       92,480     67,454    53,203    108,408    74,745   52,764
  Transfers between funds          (5,829) (46,431)  23,956      176,166     86,682    38,779    193,808    86,767   38,476
  Surrenders and
   terminations                       (52)  (7,791) (81,139)      (2,795)    (1,098)   (8,139)   (17,668)   (7,693)    (264)
  Policy loan transactions            172     (524)     282      (15,416)    (1,340)     (145)    (5,874)   (1,876)       -
  Other transactions (note 2)      (6,922)  (9,019) (12,614)     (43,348)   (27,619)  (23,363)   (51,398)  (33,070) (19,499)
- ---------------------------------------------------------------------------------------------------------------------------
      Net increase (decrease)
       in net assets resulting
       from policy transactions     3,206  (45,035) (44,552)     207,087    124,079    60,335    227,276   118,873   71,477
- ---------------------------------------------------------------------------------------------------------------------------
Increase (decrease) in net assets (22,524) (36,767) (36,511)     296,772    189,991    81,216    350,004   167,782   92,602
Net assets at beginning of year   128,017  164,784  201,295      349,516    159,525    78,309    304,911   137,129   44,527
- ---------------------------------------------------------------------------------------------------------------------------
Net assets at end of year        $105,493  128,017  164,784      646,288    349,516   159,525    654,915   304,911  137,129  
===========================================================================================================================
<FN>
See accompanying notes to financial statements. 
</FN>
</TABLE>                                         

<PAGE>
ALLIANZ LIFE VARIABLE ACCOUNT A
OF ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
Financial Statements (continued) 
  
Statements of Changes in Net Assets (cont.)
For the years ended December 31, 1997, 1996 and 1995 
<TABLE>
<CAPTION>
                                                               Templeton Developing Markets         Templeton Global
                                        Small Cap Fund                  Equity Fund               Asset Allocation Fund
- ---------------------------------------------------------------------------------------------------------------------------
                                      1997     1996      1995     1997     1996     1995          1997      1996     1995
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>       <C>      <C>      <C>      <C>       <C>         <C>        <C>     <C>
Increase (decrease) in net assets:
 Operations:
  Investment income (loss), net     ($1,212)    (131)     -       5,407     (275)   (4,311)       4,723    (2,353)     (27)
  Realized gains (losses) on
   investments, net                   7,269      472      -      18,074    7,994      (453)      25,465    12,650       17
  Net change in unrealized appreciation
   (depreciation) on investments     22,458    3,624      -    (127,265)  56,503     4,422       11,716    41,378      (15)
- ---------------------------------------------------------------------------------------------------------------------------
      Net increase (decrease) in
       net assets from operations    28,515    3,965      -    (103,784)  64,222      (342)      41,904    51,675      (25)
- ---------------------------------------------------------------------------------------------------------------------------
 Policy transactions (note 4):
  Purchase payments                  44,998      683      -     191,340  215,896   169,165          430       439        -
  Transfers between funds           248,658   51,952      -       2,200  267,310    63,297     (108,898)  333,332      311
  Surrenders and terminations          (965)      75      -     (24,839) (10,080)  (18,763)        (108)        -        -
  Policy loan transactions                -        -      -     (20,884)  (2,638)        -            -         -        -
  Other transactions (note 2)       (19,801)    (239)     -     (77,790) (73,383)  (61,489)      (5,240)   (1,945)     (66)
- ---------------------------------------------------------------------------------------------------------------------------
      Net increase (decrease) in
       net assets resulting from
       policy transactions          272,890   52,471      -      70,027  397,105   152,210     (113,816)  331,826      245
- ---------------------------------------------------------------------------------------------------------------------------
Increase (decrease) in net assets   301,405   56,436      -     (33,757) 461,327   151,868      (71,912)  383,501      220
Net assets at beginning of year      56,436        -      -     669,146  207,819    55,951      383,721       220        -
- ---------------------------------------------------------------------------------------------------------------------------
Net assets at end of year          $357,841   56,436      -     635,389  669,146   207,819      311,809   383,721      220
===========================================================================================================================
<FN>
See accompanying notes to financial statements. 
</FN>
</TABLE>                                         

<PAGE>
ALLIANZ LIFE VARIABLE ACCOUNT A
OF ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
Financial Statements (continued) 
  
Statements of Changes in Net Assets (cont.)
For the years ended December 31, 1997, 1996 and 1995 
<TABLE>
<CAPTION>
                                       Templeton Global            Templeton Global              Templeton International
                                        Growth Fund              Income Securities Fund                Equity Fund
- ---------------------------------------------------------------------------------------------------------------------------
                                 1997      1996      1995         1997     1996     1995         1997       1996      1995
- ---------------------------------------------------------------------------------------------------------------------------
<S>                              <C>       <C>       <C>          <C>      <C>       <C>         <C>        <C>        <C>
Increase (decrease) in net assets:
 Operations:
  Investment income
  (loss), net                   $7,170     3,267     (432)       8,908    6,637    2,283        22,772     11,659    3,566
  Realized gains (losses)
   on investments, net          21,035    11,116      587          668      432      392        64,280     27,511    8,398
  Net change in unrealized
   appreciation (depreciation)
   on investments               80,562    91,158   23,468       (6,915)   2,837    6,634        25,384    114,314   19,054
- ---------------------------------------------------------------------------------------------------------------------------
      Net increase (decrease)
       in net assets from
       operations              108,767   105,541   23,623        2,661    9,906    9,309       112,436    153,484   31,018
- ---------------------------------------------------------------------------------------------------------------------------
 Policy transactions (note 4):
  Purchase payments            317,636   335,873  237,156       42,795   39,862   42,908       359,829    371,300  297,409
  Transfers between
   funds                       272,672   119,840  114,188       (1,929)   9,506   18,457       170,913    100,214  206,753
  Surrenders and
   terminations                (35,910)  (12,771)  (6,710)      (1,422)  (2,101)  (6,040)      (30,410)   (30,572)  (9,230)
  Policy loan transactions     (19,640)   (8,767)  (3,177)      (2,728)    (425)    (638)      (37,789)   (10,040)  (1,799)
  Other transactions (note 2) (131,055) (113,183) (83,481)     (17,463) (16,260) (17,786)     (138,095)  (129,653)(110,168)
- ---------------------------------------------------------------------------------------------------------------------------
      Net increase (decrease)
       in net assets resulting
      from policy transactions 403,703   320,992  257,976       19,253   30,582   36,901       324,448    301,249  382,965
- ---------------------------------------------------------------------------------------------------------------------------
Increase (decrease) in
 net assets                    512,470   426,533  281,599       21,914   40,488   46,210       436,884    454,733  413,983
Net assets at beginning
 of year                       774,892   348,359   66,760      129,516   89,028   42,818     1,010,009    555,276  141,293
- ---------------------------------------------------------------------------------------------------------------------------
Net assets at end
 of year                    $1,287,362   774,892  348,359      151,430  129,516   89,028     1,446,893  1,010,009  555,276
===========================================================================================================================
<FN>
See accompanying notes to financial statements. 
</FN>
</TABLE>                                         

<PAGE>
ALLIANZ LIFE VARIABLE ACCOUNT A
OF ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
Financial Statements (continued) 
  
Statements of Changes in Net Assets (cont.)
For the years ended December 31, 1997, 1996 and 1995 
<TABLE>
<CAPTION>
                                             Templeton International           Templeton                  U.S Government
                                             Smaller Companies Fund        Pacific Growth Fund           Securities Fund
- ---------------------------------------------------------------------------------------------------------------------------
                                               1997   1996   1995        1997     1996     1995      1997     1996     1995
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                           <C>    <C>    <C>           <C>      <C>     <C>      <C>      <C>      <C>
Increase (decrease) in net assets:
 Operations:
  Investment income (loss), net                ($19)    (4)    -        8,188     7,302   2,646    45,331   39,013   36,795
  Realized gains (losses) on
   investments, net                              (2)   119     -          907    12,300   3,117    27,003   18,468    7,473
  Net change in unrealized appreciation
   (depreciation) on investments             (1,075)     -     -     (164,185)   12,362  13,125       136  (37,068)  56,173
- ---------------------------------------------------------------------------------------------------------------------------
      Net increase (decrease) in
       net assets from operations            (1,096)   115     -     (155,090)   31,964  18,888    72,470   20,413  100,441
- ---------------------------------------------------------------------------------------------------------------------------
 Policy transactions (note 4):
  Purchase payments                               -      -     -      134,478   181,194  141,914   40,913   26,467   25,128
  Transfers between funds                    13,608   (115)    -      (41,449)   14,234   74,887 (108,226) 261,674   24,109
  Surrenders and terminations                     -      -     -      (10,217) (20,255)  (10,270) (20,318)  (7,837) (18,462)
  Policy loan transactions                        -      -     -      (13,651)  (2,894)  (27,456)  (7,823)    (424)  (2,060)
  Other transactions (note 2)                   (42)     -     -      (52,839) (73,664)  (64,733) (27,460) (19,100) (16,258)
- ---------------------------------------------------------------------------------------------------------------------------
  Net increase (decrease) in
   net assets resulting from
   policy transactions                       13,566   (115)    -       16,322   98,615   114,342 (122,914) 260,780   12,457
- ---------------------------------------------------------------------------------------------------------------------------
Increase (decrease) in net assets            12,470      -     -     (138,768) 130,579   133,230  (50,444) 281,193  112,898
Net assets at beginning of year                   -      -     -      428,593  298,014   164,784  928,142  646,949  534,051
- ---------------------------------------------------------------------------------------------------------------------------
Net assets at end of year                   $12,470      -     -      289,825  428,593   298,014  877,698  928,142  646,949
===========================================================================================================================
<FN>
See accompanying notes to financial statements. 
</FN>
</TABLE>                                         

<PAGE>
ALLIANZ LIFE VARIABLE ACCOUNT A
OF ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
Financial Statements (continued) 
  
Statements of Changes in Net Assets (cont.)
For the years ended December 31, 1997, 1996 and 1995 
<TABLE>
<CAPTION>
                                          Utility Equity Fund         Zero Coupon Fund - 1995      Zero Coupon Fund - 2000
- ---------------------------------------------------------------------------------------------------------------------------
                                      1997       1996       1995       1997    1996    1995          1997     1996     1995
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>       <C>        <C>        <C>     <C>     <C>           <C>      <C>      <C>
Increase (decrease) in net assets:
 Operations:
  Investment income (loss), net      $53,883    61,689    59,683        -       -    18,122        21,517   16,448   11,269
  Realized gains (losses) on
   investments, net                  150,746   118,555    23,410        -       -    37,705         6,472    2,924    1,164
  Net change in unrealized
   appreciation (depreciation)
   on investments                    116,553   (93,370)  259,686        -       -   (37,457)       (6,554) (13,736)  44,013
- ---------------------------------------------------------------------------------------------------------------------------
      Net increase (decrease)
       in net assets from
       operations                    321,182    86,874   342,779        -       -    18,370        21,435    5,636   56,446
 Policy transactions (note 4):
  Purchase payments                  116,828   127,511   116,016        -       -         -             -        -        -
  Transfers between funds            (67,788) (163,650)  124,589        -       -  (270,886)      (17,434)       -   10,631
  Surrenders and terminations         (8,311)  (80,389)  (35,449)       -       -         -             -        -        -
  Policy loan transactions           (60,609)  (97,734)  (13,309)       -       -         -           (73)     (64)     (64)
  Other transactions (note 2)        (60,143)  (65,596)  (62,877)       -       -    (2,815)       (4,421)  (4,271)  (3,831)
- ---------------------------------------------------------------------------------------------------------------------------
      Net increase (decrease)
       in net assets resulting
       from policy transactions      (80,023) (279,858)  128,970        -       -  (273,701)      (21,928)  (4,335)   6,736
Increase (decrease) in net assets    241,159  (192,984)  471,749        -       -  (255,331)         (493)   1,301   63,182
Net assets at beginning of year    1,352,938 1,545,922 1,074,173        -       -   255,331       350,723  349,422  286,240
- ---------------------------------------------------------------------------------------------------------------------------
Net assets at end of year         $1,594,097 1,352,938 1,545,922        -       -         -       350,230  350,723  349,422
- ---------------------------------------------------------------------------------------------------------------------------
<FN>
See accompanying notes to financial statements. 
</FN>
</TABLE>                                         

<PAGE>
ALLIANZ LIFE VARIABLE ACCOUNT A
OF ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
Financial Statements (continued) 
  
Statements of Changes in Net Assets (cont.)
For the years ended December 31, 1997, 1996 and 1995 
<TABLE>
<CAPTION>
                                       Zero Coupon Fund - 2005      Zero Coupon Fund - 2010            Total All Funds
- ---------------------------------------------------------------------------------------------------------------------------
                                        1997     1996     1995     1997      1996     1995        1997     1996     1995
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>       <C>        <C>       <C>     <C>       <C>         <C>      <C>      <C>
Increase (decrease) in net assets:
 Operations:
  Investment income (loss), net       $22,052   16,830   10,144   18,896    6,403   1,964     499,355    418,292    265,740
  Realized gains (losses) on
   investments, net                    11,793    4,146    1,495    1,250    9,078     258     592,914    417,123    158,860
  Net change in unrealized
   appreciation (depreciation)
   on investments                       1,480  (21,955)  68,320   35,571    4,806  32,162     548,282    354,212    871,051
- ---------------------------------------------------------------------------------------------------------------------------
      Net increase (decrease)
       in net assets
       from operations                 35,325     (979)  79,959   55,717   20,287  34,384   1,640,551  1,189,627  1,295,651
 Policy transactions (note 4):
  Purchase payments                         -        -        -        -       -        -   4,172,412  4,448,538  2,830,073
  Transfers between funds             (61,213)  57,145        -    3,652  223,644       -    (214,360)   (34,403)   (21,713)
  Surrenders and
   terminations                             -   (3,894)       -        -        -       -    (556,422)  (265,942)  (367,067)
  Policy loan transactions                  -        -     (687)    (183)    (176)   (169)   (267,774)  (120,512)   (68,456)
  Other transactions
   (note 2)                            (4,798)  (4,109)  (3,625)  (5,717)  (3,437) (1,657)   (790,946)  (874,996)  (836,875)
- ---------------------------------------------------------------------------------------------------------------------------
      Net increase (decrease) in net
       assets resulting from policy
       transactions                   (66,011)  49,142   (4,312)  (2,248) 220,031  (1,826)  2,342,910  3,152,685  1,535,962
Increase (decrease) in net assets     (30,686)  48,163   75,647   53,469  240,318  32,558   3,983,461  4,342,312  2,831,613
Net assets at beginning
 of year                              385,323  337,160  261,513  356,054  115,736  83,178  12,928,936  8,586,624  5,755,011
- ---------------------------------------------------------------------------------------------------------------------------
Net assets at end
 of year                             $354,637  385,323  337,160  409,523  356,054 115,736  16,912,397 12,928,936  8,586,624  
===========================================================================================================================
<FN>
See accompanying notes to financial statements. 
</FN>
</TABLE>                                         

<PAGE>
ALLIANZ LIFE VARIABLE ACCOUNT A
OF ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
Notes to Financial Statements
December 31, 1997 
  

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. and its Templeton and Franklin affiliates, 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. Gains on the sale of fund shares are 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  Global  Asset  Allocation  Fund and Small Cap Fund were added as
available investment options on May 1, 1995 and November 1, 1995,  respectively.
The Small Cap Fund had no  investment  activity  during 1995.  The Zero Coupon -
1995 Fund matured and was closed on December 15, 1995.  The Capital  Growth Fund
and  Templeton  International  Smaller  Companies  Fund were added as  available
investment  options on May 1, 1996.  The Mutual  Discovery  Securities  Fund and
Mutual  Shares  Securities  Fund were added as available  investment  options on
November 8, 1996.

<PAGE>
ALLIANZ LIFE VARIABLE ACCOUNT A
OF ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
Notes to Financial Statements (continued)
December 31, 1997 
  

2. SIGNIFICANT ACCOUNTING POLICIES (cont.)

Investments (cont.)

The Investment Grade Intermediate Bond Fund and Adjustable U.S.  Government Fund
were closed on October 25,  1996 when shares of the U.S.  Government  Securities
Fund were substituted for all shares of both funds.

On May 1, 1995,  the Equity  Growth  Fund name was  changed to Growth and Income
Fund.  The Global  Income  Fund name was  changed  to  Templeton  Global  Income
Securities  Fund on May 1, 1996.  The  Precious  Metals Fund name was changed to
Natural Resources Securities Fund on May 1, 1997.

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, 1997,  1996
and 1995 were $832,417, $715,700, and $581,193, 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, 1997, 1996 and 1995 were $37,629, $28,152, and $28,613, 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,  1997,  1996 and  1995  were  $211,485,  $204,321,  and  $292,695,
respectively.

Twelve free transfers are permitted each contract year.  Thereafter,  the fee is
the lesser of $25 or 2% of the amount transferred. No transfer charges were paid
by the policy  owners during the years ended  December 31, 1997,  1996 and 1995,
respectively. Net transfers to the Fixed Account during the years ended December
31, 1997, 1996 and 1995 were $214,360, $34,403, and $21,713, 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.

<PAGE>
ALLIANZ LIFE VARIABLE ACCOUNT A
OF ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
Notes to Financial Statements (continued)
December 31, 1997 
  

3. 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.

4. POLICY TRANSACTIONS - UNIT ACTIVITY

Transactions  in units for each fund for the years ended December 31, 1997, 1996
and 1995, were as follows:
<TABLE>
<CAPTION>
                                    Adjustable          Growth                    Investment            Mutual     Mutual
                                        U.S    Capital    and    High    Income      Grade      Money  Discovery   Shares
                                    Government Growth   Income  Income Securities Intermediate Market Securities Securities
                                       Fund     Fund     Fund    Fund     Fund     Bond Fund    Fund     Fund       Fund
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>        <C>      <C>     <C>    <C>        <C>          <C>     <C>        <C>             
Units outstanding at 
 December 31, 1994                        654       -  29,795  63,380    10,514       6,002   37,381         -        -
Policy transactions:
 Purchase payments                      1,060       -   9,561   2,463    12,397         963   77,441         -        -
 Transfers between funds                  966       -   4,664   1,925    10,593         562  (57,166)        -        -
 Surrenders and terminations              -         -  (2,237)   (772)     (783)     (2,761)  (3,275)        -        -
 Policy loan transactions                (151)      -      38      75    (1,137)          -      (17)        -        -
 Other transactions                      (516)      -  (3,800) (1,738)   (4,970)       (507)  (8,596)        -        -
- ---------------------------------------------------------------------------------------------------------------------------
      Net increase (decrease) in units
       resulting from policy 
       transactions                     1,359       -   8,226   1,953    16,100      (1,743)   8,387         -        -
- ---------------------------------------------------------------------------------------------------------------------------
Units outstanding at December 31, 1995  2,013       -  38,021  65,333    26,614       4,259   45,768         -        -
===========================================================================================================================
Policy transactions:
 Purchase payments                        553       -  12,119   2,801    13,495        778   147,764        -         -
 Transfers between funds               (2,257)    391   9,962  17,863     5,904     (4,635) (143,612)   4,953     8,284
 Surrenders and terminations              (94)      -  (1,005)   (177)   (1,004)       (49)   (1,836)       -         -
 Policy loan transactions                   6       -     311     405      (212)         -      (376)       -         -
 Other transactions                      (221)      -  (5,057) (1,722)   (4,812)      (353)     (778)       -        (4)
- ---------------------------------------------------------------------------------------------------------------------------
      Net increase (decrease) in units
       resulting from policy
       transactions                    (2,013)    391  16,330  19,170    13,371    (4,259)     1,162    4,953     8,280
- ---------------------------------------------------------------------------------------------------------------------------
Units outstanding at December 31, 1996      -     391  54,351  84,503    39,985         -     46,930    4,953     8,280
===========================================================================================================================
Policy transactions:
 Purchase payments                          -       -  10,974   2,141    11,090          -   125,344        -     1,460
 Transfers between funds                    -   7,029   5,516  (5,679)    1,881          -  (120,861)  24,650    67,284
 Surrenders and terminations                -       -  (7,932) (3,022)     (513)         -    (3,267)       -         -
 Policy loan transactions                   -       -     (68) (1,471)   (1,113)         -    (1,621)       -      (184)
 Other transactions                         -     (34) (4,624) (1,789)   (4,161)         -    (2,758)    (164)     (841)
- ---------------------------------------------------------------------------------------------------------------------------
      Net increase (decrease) in units
       resulting from policy transactions   -   6,995   3,866  (9,820)    7,184          -    (3,163   24,486    67,719
- ---------------------------------------------------------------------------------------------------------------------------
Units outstanding at December 31, 1997      -   7,386  58,217  74,683    47,169          -    43,767   29,439    75,999
===========================================================================================================================
</TABLE>

<PAGE>
ALLIANZ LIFE VARIABLE ACCOUNT A
OF ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
Notes to Financial Statements (continued)
December 31, 1997 
  

4. POLICY TRANSACTIONS - UNIT ACTIVITY (cont.)
<TABLE>
<CAPTION>
                                Natural                              Templeton  Templeton Templeton Templeton    Templeton
                               Resources Real Estate Rising  Small Developing Global Asset Global Global Income International
                              Securities Securities Dividends Cap    Markets   Allocation  Growth  Securities     Equity
                                 Fund      Fund       Fund   Fund  Equity Fund   Fund       Fund      Fund         Fund
- ---------------------------------------------------------------------------------------------------------------------------
<S>                            <C>        <C>      <C>       <C>     <C>        <C>        <C>      <C>          <C>     
Units outstanding at
 December 31, 1994              13,441     4,368      4,474      -      6,099          -      6,748      3,175      11,403
Policy transactions:
 Purchase payments               1,662     2,884      4,625      -     18,183          -     22,517      2,992      22,647
 Transfers between funds         1,698     2,056      3,323      -      6,624         27     11,063      1,333      15,984
 Surrenders and terminations    (5,150)     (427)       (23)     -     (2,067)         -       (627)      (416)       (691)
 Policy loan transactions           20        (7)         -      -       (211)         -       (307)       (44)       (130)
 Other transactions               (840)   (1,246)    (1,699)     -     (6,418)        (6)    (7,923)    (1,239)     (8,383)
- ---------------------------------------------------------------------------------------------------------------------------
      Net increase (decrease)
       in units resulting from
       policy transactions      (2,610)    3,260      6,226      -     16,111         21     24,723      2,626      29,427
- ---------------------------------------------------------------------------------------------------------------------------
Units outstanding at
 December 31, 1995              10,831     7,628     10,700      -     22,210         21     31,471      5,801      40,830
===========================================================================================================================
Policy transactions:
 Purchase payments               1,115     2,975    5,400       54     20,769         39     28,048      2,551      24,859
 Transfers between funds        (2,791)    3,397    6,298    4,297     24,526     30,441      9,880        609       6,586
 Surrenders and terminations      (438)      (51)    (581)       6       (952)         -     (1,089)      (138)     (2,070)
 Policy loan transactions          (29)      (62)    (134)       -       (251)         -       (718)       (26)       (665)
 Other transactions               (536)   (1,209)  (2,379)     (19)    (7,042)      (169)    (9,435)    (1,041)     (8,691)
- ---------------------------------------------------------------------------------------------------------------------------
      Net increase (decrease)
       in units resulting from
       policy transactions      (2,679)    5,050    8,604    4,338     37,050     30,311     26,686      1,955      20,019
- ---------------------------------------------------------------------------------------------------------------------------
Units outstanding at
 December 31, 1996               8,152    12,678   19,304    4,338     59,260     30,332     58,157      7,756      60,849
===========================================================================================================================
Policy transactions:
 Purchase payments               1,090     3,106    5,847    3,088     15,655         31     21,703      2,567      19,816
 Transfers between funds          (400)    5,867   10,275   17,595     (2,887)    (7,728)    18,498       (108)      9,327
 Surrenders and terminations        (6)      (93)    (909)     (74)    (1,900)        (9)    (2,308)       (85)     (1,686)
 Policy loan transactions           (7)     (534)    (334)       -     (1,728)         -     (1,348)      (164)     (2,099)
 Other transactions               (475)   (1,455)  (2,780)  (1,348)    (6,291)      (396)    (8,935)    (1,050)     (7,573)
- ---------------------------------------------------------------------------------------------------------------------------
      Net increase (decrease)
       in units resulting from
       policy transactions         202     6,891   12,099   19,261      2,849     (8,102)    27,610      1,160      17,785
- ---------------------------------------------------------------------------------------------------------------------------
Units outstanding at
 December 31, 1997               8,354    19,569   31,403   23,599     62,109     22,230     85,767      8,916      78,634
===========================================================================================================================
</TABLE>


<PAGE>
ALLIANZ LIFE VARIABLE ACCOUNT A
OF ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
Notes to Financial Statements (continued)
December 31, 1997 
  
4. POLICY TRANSACTIONS - UNIT ACTIVITY (cont.)
<TABLE>
<CAPTION>
                                       Templeton
                                     International Templeton    U.S.                Zero    Zero    Zero    Zero
                                        Smaller     Pacific  Government  Utility   Coupon  Coupon  Coupon  Coupon   Total
                                       Companies     Growth   Securities  Equity   Fund -  Fund -  Fund -  Fund -    All
                                         Fund        Fund       Fund       Fund     1995    2000    2005    2010    Funds
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>        <C>      <C>            <C>       <C>    <C>     <C>   <C>      <C>     
Units outstanding at December 31, 1994         -     12,635     31,714    59,969   14,325   14,594  12,559  3,804   347,034
Policy transactions:
 Purchase payments                             -     10,718      1,355     5,744        -        -       -      -   197,212
 Transfers between funds                       -      5,757      1,281     6,185  (14,174)     458       -      -     3,159
 Surrenders and terminations                   -       (779)      (965)   (1,893)       -        -       -      -   (22,866)
 Policy loan transactions                      -     (2,141)      (111)     (695)       -       (3)    (30)    (6)   (4,857)
 Other transactions                            -     (4,868)      (872)   (3,112)    (151)    (175)   (147)   (63)  (57,269)
- ---------------------------------------------------------------------------------------------------------------------------
        Net increase (decrease) in units
         resulting from policy transactions    -      8,687        688     6,229  (14,325)     280    (177)   (69)  115,379
- ---------------------------------------------------------------------------------------------------------------------------
Units outstanding at December 31, 1995         -     21,322     32,402    66,198        -   14,874  12,382  3,735   462,413
===========================================================================================================================
Policy transactions:
 Purchase payments                             -     12,100      1,329     5,397        -        -       -      -   282,146
 Transfers between funds                       -        802     12,856    (6,933)       -        1   2,260  8,290    (2,628)
 Surrenders and terminations                   -     (1,318)      (400)   (3,354)       -        -    (149)     -   (14,699)
 Policy loan transactions                      -       (189)       (22)   (4,007)       -       (3)      -     (7)   (5,979)
 Other transactions                            -     (4,907)      (961)   (2,782)       -     (185)   (162)  (122)  (52,587)
- ---------------------------------------------------------------------------------------------------------------------------
      Net increase (decrease) in units
       resulting from policy transactions      -      6,488     12,802   (11,679)       -     (187)  1,949  8,161   206,253
- ---------------------------------------------------------------------------------------------------------------------------
Units outstanding at December 31, 1996         -     27,810     45,204    54,519        -   14,687  14,331 11,896   668,666
===========================================================================================================================
Policy transactions:
 Purchase payments                             -      9,779      1,925     4,451        -        -       -      -   240,067
 Transfers between funds                   1,143     (2,629)    (5,101)   (2,894)       -     (707) (2,226)   119    17,964
 Surrenders and terminations                   -       (759)      (952)     (304)       -        -       -      -   (23,819)
 Policy loan transactions                      -       (884)      (382)   (2,428)       -       (3)      -     (6)  (14,374)
 Other transactions                           (4)    (3,737)    (1,294)   (2,288)       -     (181)   (173)  (183)  (52,534)
- ---------------------------------------------------------------------------------------------------------------------------
      Net increase (decrease) in units
 resulting from policy transactions        1,139      1,770     (5,804)   (3,463)       -     (891) (2,399)   (70)  167,304
- ---------------------------------------------------------------------------------------------------------------------------
Units outstanding at December 31, 1997     1,139     29,580     39,400    51,056        -   13,796  11,932 11,826   835,970
===========================================================================================================================
</TABLE>

<PAGE>
ALLIANZ LIFE VARIABLE ACCOUNT A
OF ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
Notes to Financial Statements (continued)
December 31, 1997 
  
5. UNIT VALUES
A summary of unit values and units  outstanding  for variable life contracts and
the expense ratios, including expenses of the underlying funds, for each year of
the five-year period ended December 31, 1997 as follows.
<TABLE>
<CAPTION>
                                                                                                               Ratio of
                                                                                                               Expenses
                                                                Units                                         to Average
                                                             Outstanding     Unit Value      Net Assets       Net Assets*
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                          <C>             <C>             <C>              <C>  
Adjustable U.S. Government Fund
December 31,
 19961                                                         18,047      $   12.873     $   232,322               1.34+%
 1995                                                           2,013          12.352          24,865               1.34
 1994                                                             654          11.374           7,427               1.32
 1993                                                             403          11.481           4,622               1.33

Capital Growth Fund
December 31,
 1997                                                           7,386          13.273          98,032               1.52
 19962                                                            391          11.303           4,418               1.52+

Growth and Income Fund
December 31,
 1997                                                          58,217          39.803       2,317,193               1.24
 1996                                                          54,351          31.393       1,706,254               1.25
 1995                                                          38,021          27.700       1,053,166               1.27
 1994                                                          29,795          21.010         625,982               1.29
 1993                                                          29,140          21.604         629,549               1.33

High Income Fund
December 31,
 1997                                                          74,683          24.565       1,834,614               1.28
 1996                                                          84,503          22.188       1,874,953               1.29
 1995                                                          65,333          19.628       1,282,342               1.31
 1994                                                          63,380          16.512       1,046,519               1.35
 1993                                                          65,065          17.020       1,107,418               1.39

Income Securities Fund
December 31,
 1997                                                          47,169          25.273       1,192,087               1.25
 1996                                                          39,985          21.747         869,551               1.25
 1995                                                          26,614          19.691         524,066               1.26
 1994                                                          10,514          16.208         170,404               1.29
 1993                                                           2,104          17.423          36,655               1.31
</TABLE>

<PAGE>
ALLIANZ LIFE VARIABLE ACCOUNT A
OF ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
Notes to Financial Statements (continued)
December 31, 1997 
  

5. UNIT VALUES (cont.)
<TABLE>
<CAPTION>
                                                                                                               Ratio of
                                                                                                               Expenses
                                                                Units                                         to Average
                                                             Outstanding     Unit Value      Net Assets       Net Assets*
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>             <C>            <C>               <C>   
Investment Grade Intermediate Bond Fund
December 31,
 19961                                                          4,699      $   15.617       $  73,376               1.35+%
 1995                                                           4,259          15.260          64,990               1.36
 1994                                                           6,002          13.978          83,891               1.38
 1993                                                             582          14.017           8,158               1.41

Money Market Fund
December 31,
 1997                                                          43,767          16.244         710,942               1.20
 1996                                                          46,930          15.550         729,749               1.18
 1995                                                          45,768          14.898         681,852               1.15
 1994                                                          37,381          14.194         530,565               1.21
 1993                                                          22,430          13.773         308,920               1.41

Mutual Discovery Securities Fund
 December 31,
 1997                                                          29,439          12.072         355,384               1.81
 19963                                                          4,953          10.190          50,468               2.12+

Mutual Shares Securities Fund
December 31,
 1997                                                          75,999          12.082         918,245               1.55
 19963                                                          8,280          10.339          85,606               1.75+

Natural Resources Securities Fund
December 31,
 1997                                                           8,354          12.629         105,493               1.44
 1996                                                           8,152          15.704         128,017               1.40
 1995                                                          10,831          15.214         164,784               1.41
 1994                                                          13,441          14.977         201,295               1.43
 1993                                                           7,933          15.396         122,135               1.43
</TABLE>

<PAGE>
ALLIANZ LIFE VARIABLE ACCOUNT A
OF ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
Notes to Financial Statements (continued)
December 31, 1997 
  

5. UNIT VALUES (cont.)
<TABLE>
<CAPTION>
                                                                                                               Ratio of
                                                                                                               Expenses
                                                                Units                                         to Average
                                                             Outstanding     Unit Value      Net Assets       Net Assets*
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>             <C>            <C>               <C>   
Real Estate Securities Fund
December 31,
 1997                                                          19,569      $   33.025     $   646,288               1.29%
 1996                                                          12,678          27.568         349,516               1.32
 1995                                                           7,628          20.913         159,525               1.34
 1994                                                           4,368          17.928          78,309               1.37
 1993                                                           3,265          17.556          57,318               1.42

Rising Dividends Fund
December 31,
 1997                                                          31,403          20.855         654,915               1.49
 1996                                                          19,304          15.795         304,911               1.51
 1995                                                          10,700          12.816         137,129               1.53
 1994                                                           4,474           9.952          44,527               1.55
 1993                                                           3,576          10.453          37,377               1.54

Small Cap Fund
December 31,
 1997                                                          23,599          15.164         357,841               1.52
 1996                                                           4,338          13.011          56,436               1.52
 19954                                                              -          10.157               -               1.65+

Templeton Developing Markets Equity Fund
December 31,
 1997                                                          62,109          10.230         635,389               2.17
 1996                                                          59,260          11.292         669,146               2.24
 1995                                                          22,210           9.357         207,819               2.16
 19945                                                          6,099           9.173          55,951               2.28+

Templeton Global Asset Allocation Fund
December 31,
 1997                                                          22,230          14.027         311,809               1.69
 1996                                                          30,332          12.651         383,721               1.61
 19956                                                             21          10.637             220               1.65+

Templeton Global Growth Fund
December 31,
 1997                                                          85,767          15.010       1,287,362               1.63
 1996                                                          58,157          13.324         774,892               1.68
 1995                                                          31,471          11.069         348,359               1.72
 19945                                                          6,748           9.894          66,760               1.89+
 </TABLE>

<PAGE>
ALLIANZ LIFE VARIABLE ACCOUNT A
OF ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
Notes to Financial Statements (continued)
December 31, 1997 
  

5. UNIT VALUES (cont.)
<TABLE>
<CAPTION>
                                                                                                              Ratio of
                                                                                                               Expenses
                                                                Units                                         to Average
                                                             Outstanding     Unit Value      Net Assets       Net Assets*
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>             <C>            <C>               <C>   
Templeton Global Income Securities Fund
December 31,
 1997                                                           8,916      $   16.985     $   151,430               1.37%
 1996                                                           7,756          16.700         129,516               1.36
 1995                                                           5,801          15.347          89,028               1.39
 1994                                                           3,175          13.483          42,818               1.46
 1993                                                           1,537          14.297          21,976               1.48

Templeton International Equity Fund
December 31,
 1997                                                          78,634          18.400       1,446,893               1.64
 1996                                                          60,849          16.598       1,010,009               1.64
 1995                                                          40,830          13.600         555,276               1.67
 1994                                                          11,403          12.390         141,293               1.74
 1993                                                           1,368          12.375          16,931               1.87

Templeton International Smaller Companies Fund
December 31,
 1997                                                           1,139          10.943          12,470               1.81
 19962                                                              -          11.194               -               1.53+

Templeton Pacific Growth Fund
December 31,
 1997                                                          29,580           9.798         289,825               1.78
 1996                                                          27,810          15.412         428,593               1.74
 1995                                                          21,322          13.977         298,014               1.76
 1994                                                          12,635          13.042         164,784               1.82
 1993                                                           9,924          14.407         142,972               1.89

U.S. Government Securities Fund
December 31,
 1997                                                          39,400          22.276         877,698               1.25
 1996                                                          45,204          20.532         928,142               1.26
 1995                                                          32,402          19.966         646,949               1.27
 1994                                                          31,714          16.840         534,051               1.28
 1993                                                          38,612          17.775         686,329               1.29

Utility Equity Fund
December 31,
 1997                                                          51,056          31.223       1,594,097               1.25
 1996                                                          54,519          24.816       1,352,938               1.25
 1995                                                          66,198          23.353       1,545,922               1.25
 1994                                                          59,969          17.912       1,074,173               1.27
 1993                                                          66,241          20.406       1,351,721               1.26
</TABLE>

<PAGE>
ALLIANZ LIFE VARIABLE ACCOUNT A
OF ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
Notes to Financial Statements (continued)
December 31, 1997 
  

5. UNIT VALUES (cont.)
<TABLE>
<CAPTION>
                                                                                                               Ratio of
                                                                                                               Expenses
                                                                Units                                         to Average
                                                             Outstanding     Unit Value      Net Assets       Net Assets*
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>             <C>            <C>               <C> 
Zero Coupon Fund - 1995
December 31,
 19957                                                         10,963      $   18.957     $   207,834               1.15+%
 1994                                                          14,325          17.823         255,331               1.15
 1993                                                          14,511          17.832         258,760               1.11

Zero Coupon Fund - 2000
December 31,
 1997                                                          13,796          25.386         350,230               1.15
 1996                                                          14,687          23.880         350,723               1.15
 1995                                                          14,874          23.491         349,422               1.15
 1994                                                          14,594          19.614         286,240               1.15
 1993                                                          15,249          21.191         323,131               1.12

Zero Coupon Fund - 2005
December 31,
 1997                                                          11,932          29.722         354,637               1.15
 1996                                                          14,331          26.888         385,323               1.15
 1995                                                          12,382          27.229         337,160               1.15
 1994                                                          12,559          20.821         261,513               1.15
 1993                                                          16,042          23.198         372,147               1.12

Zero Coupon Fund - 2010
December 31,
 1997                                                          11,826          34.629         409,523               1.15
 1996                                                          11,896          29.931         356,054               1.15
 1995                                                           3,735          30.991         115,736               1.15
 1994                                                           3,804          21.866          83,178               1.15
 1993                                                           7,408          24.745         183,310               1.00
<FN>
*For the year ended December 31, including the effect of the expenses of the underlying funds.
+Annualized.
1 Period  from January 1, 1996 to October 25, 1996 (fund  closure).
2 Period from May 1, 1996 (fund  commencement) to December 31, 1996.
3 Period from November 8, 1996 (fund  commencement)  to December 31, 1996.
4 Period from  November 1, 1995 (fund  commencement)  to  December  31,  1995.
5 Period  from July 1, 1994 (fund commencement) to December 31, 1994.
6 Period from May 1, 1995 (fund commencement) to December  31,  1995.
7 Period from January 1, 1995 to December 15, 1995 (fund closure).
</FN>
</TABLE>







        ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA AND SUBSIDIARIES

                       Consolidated Financial Statements

                           December 31, 1997 and 1996

<PAGE>
ALLIANZ LIFE INSURANCE COMPANY
OF NORTH AMERICA AND SUBSIDIARIES
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 and subsidiaries as of December 31, 1997 and
1996, 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,
1997. 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, 1997
and 1996, and the results of their operations,  changes in stockholder's  equity
and cash flows for each of the years in the three-year period ended December 31,
1997, in conformity with generally accepted accounting principles.

                                          KPMG Peat Marwick LLP

Minneapolis, Minnesota
February 4, 1998
<PAGE>

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

Consolidated  Balance Sheets 
December 31, 1997 and 1996
(in thousands)

                                                                                                    1997        1996
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                <C>          <C>   
Assets
Investments:
 Fixed maturities, at market                                                                    $ 2,705,210   2,768,306
 Equity securities, at market                                                                       442,607     327,834
 Mortgage loans on real estate                                                                      318,683     245,559
 Certificates of deposit and short-term securities                                                  117,124     204,972
 Policy loans                                                                                         5,695     103,708
 Other invested assets                                                                               51,863      44,948
- ---------------------------------------------------------------------------------------------------------------------------
      Total investments                                                                           3,641,182   3,695,327
Cash                                                                                                 26,871      37,992
Accrued investment income                                                                            38,345      36,130
Receivables (net of allowance for uncollectible accounts of $3,122 in 1997 and $4,630 in 1996)      262,676     155,278
Reinsurance receivable:
 Funds held on deposit                                                                            1,145,210   1,101,716
 Recoverable on future policy benefit reserves                                                    1,120,663      48,909
 Recoverable on unpaid claims                                                                       219,443     142,199
 Receivable on paid claims                                                                           31,158      18,240
Deferred acquisition costs                                                                          927,080     863,338
Other assets                                                                                         34,475      26,052
Federal income tax recoverable                                                                       20,761      12,455
- ---------------------------------------------------------------------------------------------------------------------------
      Assets, exclusive of separate account assets                                                7,467,864   6,137,636
Separate account assets                                                                          10,756,929   9,520,561
- ---------------------------------------------------------------------------------------------------------------------------
      Total assets                                                                              $18,224,793  15,658,197
- ---------------------------------------------------------------------------------------------------------------------------
<FN>
See accompanying notes to financial statements.
</FN>
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA AND SUBSIDIARIES
Financial  Statements (Continued)

Consolidated  Balance Sheets (cont.)
December 31, 1997 and 1996
(in thousands)
                                                                                                    1997        1996
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                <C>          <C>   
Liabilities:  
 Future benefit reserves:
  Life                                                                                          $ 1,297,269   1,204,633
  Annuity                                                                                         3,251,829   2,879,221
 Policy and contract claims                                                                         553,113     438,824
 Unearned premiums                                                                                   50,168      32,176
 Reinsurance payable                                                                                165,582      96,857
 Deferred income on reinsurance                                                                     150,526          0
 Deferred income taxes                                                                              228,861     150,760
 Accrued expenses                                                                                    93,341      84,254
 Commissions due and accrued                                                                         39,517      37,103
 Other policyholder funds                                                                            30,208      52,267
 Other liabilities                                                                                  389,858     147,364
- ---------------------------------------------------------------------------------------------------------------------------
      Liabilities, exclusive of separate account liabilities                                      6,250,272   5,123,459
 Separate account liabilities                                                                    10,756,929   9,520,561
- ---------------------------------------------------------------------------------------------------------------------------
      Total liabilities                                                                          17,007,201  14,644,020
- ---------------------------------------------------------------------------------------------------------------------------
Stockholder's equity:
 Common stock, $1 par value, 20 million 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                                                           25,000      25,000
 Additional paid-in capital                                                                         407,088     407,088
 Net unrealized gain on investments net of deferred federal income taxes                            195,505     102,637
 Net unrealized Canadian currency loss                                                              (4,448)     (3,473)
 Retained earnings                                                                                  574,447     462,925
- ---------------------------------------------------------------------------------------------------------------------------
      Total stockholder's equity                                                                  1,217,592   1,014,177
Commitments and contingencies (notes 6 and 11)
- ---------------------------------------------------------------------------------------------------------------------------
      Total liabilities and stockholder's equity                                                $18,224,793  15,658,197
===========================================================================================================================
<FN>
See accompanying notes to financial statements.
</FN>
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA AND SUBSIDIARIES
Financial  Statements (Continued)

Consolidated Statements of Income
Years ended December 31, 1997, 1996 and 1995
(in thousands)

                                                                                        1997        1996        1995
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                  <C>            <C>        <C>    
Revenue:
 Life insurance premiums                                                             $ 339,841      284,084    257,647
 Other life policy considerations                                                       83,816       85,747     93,158
 Annuity considerations                                                                219,262      170,656    147,112
 Accident and health premiums                                                          747,718      603,230    527,059
- ---------------------------------------------------------------------------------------------------------------------------
       Total premiums and considerations                                             1,390,637    1,143,717  1,024,976
 Premiums ceded                                                                        438,018      277,163    223,226
- ---------------------------------------------------------------------------------------------------------------------------
       Net premiums and considerations                                                 952,619      866,554    801,750
 Investment income, net                                                                162,350      222,622    201,158
 Realized investment gains, net                                                         61,488       28,561     29,202
 Other                                                                                  53,760        6,193     10,170
- ---------------------------------------------------------------------------------------------------------------------------
       Total revenue                                                                 1,230,217    1,123,930  1,042,280
- ---------------------------------------------------------------------------------------------------------------------------
Benefits and expenses:
 Life insurance benefits                                                               336,090      281,441    268,163
 Annuity benefits                                                                      206,189      153,238    145,636
 Accident and health insurance benefits                                                566,746      434,793    374,743
- ---------------------------------------------------------------------------------------------------------------------------
       Total benefits                                                                1,109,025      869,472    788,542
 Benefit recoveries                                                                    426,607      249,552    210,702
- ---------------------------------------------------------------------------------------------------------------------------
       Net benefits                                                                    682,418      619,920    577,840
 Commissions and other agent compensation                                              310,665      267,714    233,939
 General and administrative expenses                                                   106,744       99,018    115,419
 Taxes, licenses and fees                                                               20,605       19,959     17,672
 Increase in deferred acquisition costs, net                                           (63,742)     (36,344)   (28,552)
- ---------------------------------------------------------------------------------------------------------------------------
       Total benefits and expenses                                                   1,056,690      970,267    916,318
- ---------------------------------------------------------------------------------------------------------------------------
       Income from operations before income taxes                                      173,527      153,663    125,962
- ---------------------------------------------------------------------------------------------------------------------------
Income tax expense:
 Current                                                                                31,571       21,936     12,993
 Deferred                                                                               28,283       30,559     25,772
- ---------------------------------------------------------------------------------------------------------------------------
       Total income tax expense                                                         59,854       52,495     38,765
- ---------------------------------------------------------------------------------------------------------------------------
       Net income                                                                    $ 113,673      101,168     87,197
===========================================================================================================================
<FN>
See accompanying notes to financial statements.
</FN>
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA AND SUBSIDIARIES
Financial  Statements (Continued)

Consolidated  Statements of Stockholder's Equity
Years ended December 31, 1997, 1996 and 1995
(in thousands)
                                                                                        1997        1996        1995
- ---------------------------------------------------------------------------------------------------------------------------
<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                                                           25,000       25,000     40,000
 Redemption of stock during the year                                                         0            0    (15,000)
- ---------------------------------------------------------------------------------------------------------------------------
 Balance at end of year                                                                 25,000       25,000     25,000
- ---------------------------------------------------------------------------------------------------------------------------
Additional paid-in capital:
 Balance at beginning of year                                                          407,088      407,088    406,494
 Additional contribution from parent                                                         0            0        594
- ---------------------------------------------------------------------------------------------------------------------------
 Balance at end of year                                                                407,088      407,088    407,088
- ---------------------------------------------------------------------------------------------------------------------------
Net unrealized gain (loss) on investments:
 Balance at beginning of year                                                          102,637      139,204    (62,073)
 Net unrealized gain on securities transferred from held-to-maturity
  to available-for-sale classification, net of deferred federal income                       0            0      1,789
 Net unrealized gain (loss) during the year, net of deferred federal income taxes       92,868    (36,567)     199,488
- ---------------------------------------------------------------------------------------------------------------------------
 Balance at end of year                                                                195,505      102,637    139,204
- ---------------------------------------------------------------------------------------------------------------------------
Net unrealized Canadian currency loss:
 Balance at beginning of year                                                           (3,473)      (3,455)    (3,787)
 Net unrealized gain (loss) during the year, net of deferred federal income taxes         (975)         (18)       332
- ---------------------------------------------------------------------------------------------------------------------------
 Balance at end of year                                                                 (4,448)      (3,473)    (3,455)
- ---------------------------------------------------------------------------------------------------------------------------
Retained earnings:
 Balance at beginning of year                                                          462,925      363,357    278,811
 Net income                                                                            113,673      101,168     87,197
 Cash dividend to stockholder                                                           (2,151)      (1,600)    (2,651)
- ---------------------------------------------------------------------------------------------------------------------------
 Balance at end of year                                                                574,447      462,925    363,357
- ---------------------------------------------------------------------------------------------------------------------------
       Total stockholder's equity                                                   $1,217,592    1,014,177    951,194
===========================================================================================================================
<FN>
See accompanying notes to financial statements.
</FN>
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA AND SUBSIDIARIES
Financial Statements (continued)

Consolidated Statements of Cash Flows
Years ended December 31, 1997, 1996 and 1995
(in thousands) 
                                                                                        1997        1996        1995
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                     <C>          <C>         <C> 
Cash flows provided by (used in) operating activities:
 Net income                                                                          $ 113,673      101,168     87,197
- ---------------------------------------------------------------------------------------------------------------------------
  Adjustments to reconcile net income to net cash provided by
   (used in) operating activities:
   Realized investment gains, net                                                      (61,488)     (28,561)   (29,202)
   Deferred federal income tax expense                                                  28,283       30,559     25,772
   Charges to policy account balances                                                 (859,852)    (675,737)  (632,962)
   Interest credited to policy account balances                                        211,590      166,766    169,151
   Change in:
    Accrued investment income                                                           (2,215)         728     (2,072)
    Receivables                                                                       (107,398)     (30,578)   (13,300)
    Reinsurance receivables                                                         (1,644,423)    (119,384)  (190,953)
    Deferred acquisition costs                                                         (63,742)     (36,344)   (28,552)
    Future benefit reserves                                                          1,194,990       76,478     66,932
    Policy and contract claims and other policyholder funds                             92,230       37,055     25,116
    Unearned premiums                                                                   17,992       (2,005)    (6,195)
    Reinsurance payable                                                                 68,725       24,019     (8,669)
    Current tax recoverable                                                             (8,306)      (8,508)      (153)
    Accrued expenses and other liabilities                                              12,113       15,506     17,365
    Commissions due and accrued                                                          2,414       14,124     (1,211)
   Depreciation and amortization                                                       (13,312)     (25,874)   (23,391)
   Other, net                                                                               18       (1,568)       916
- ---------------------------------------------------------------------------------------------------------------------------
       Total adjustments                                                            (1,132,381)    (563,324)  (631,408)
       Net cash provided by (used in) operating activities                          (1,018,708)    (462,156)  (544,211)
- ---------------------------------------------------------------------------------------------------------------------------
<FN>
See accompanying notes to financial statements.
</FN>
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA AND SUBSIDIARIES
Financial Statements (continued)

Consolidated Statements of Cash Flows
Years ended December 31, 1997, 1996 and 1995
(in thousands) 
                                                                                        1997        1996        1995
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                     <C>          <C>         <C> 
Cash flows provided by (used in) operating activities                               (1,018,708)    (462,156)   (544,211)
Cash flows provided by (used in) investing activities:
 Purchase of fixed maturities, at market                                           $(1,748,950)  (1,324,676)(1,533,290)
 Purchase of equity securities                                                      (1,699,847)    (137,304)  (166,701)
 Funding of mortgage loans                                                            (103,626)     (70,265)   (66,301)
 Sale of fixed maturities, at market                                                 1,921,534    1,043,748  1,242,988
 Matured or redeemed fixed maturities, at amortized cost                                     0            0      7,022
 Matured fixed maturities, at market                                                     1,150        2,711     38,991
 Sale of equity securities                                                           1,691,789      122,788     97,619
 Repayment of mortgage loans                                                            29,520       23,317     25,563
 Net change in certificates of deposit and short-term securities                        87,848     (173,471)   123,806
 Other                                                                                  82,797      (20,566)   (10,754)
- ---------------------------------------------------------------------------------------------------------------------------
       Net cash provided by (used in) investing activities                             262,215     (533,718)  (241,057)
- ---------------------------------------------------------------------------------------------------------------------------
Cash flows provided by (used in) financing activities:
 Policyholders' deposits to account balances                                        $1,497,321    1,184,338  1,066,407
 Policyholders' withdrawals from account balances                                     (448,998)    (368,490)  (291,102)
 Change in assets held under reinsurance agreements                                   (540,268)      52,973     36,354
 Funds borrowed on dollar reverse repurchase agreements, net                           239,468      130,196    (58,150)
 Net change in mortgage notes payable                                                        0            0     (1,049)
 Additional paid-in capital from parent                                                      0            0        594
 Preferred stock transactions                                                                0            0    (15,000)
 Cash dividends paid                                                                    (2,151)      (1,600)    (2,651)
- ---------------------------------------------------------------------------------------------------------------------------
       Net cash provided by financing activities                                       745,372      997,417    735,403
- ---------------------------------------------------------------------------------------------------------------------------
       Net change in cash                                                              (11,121)       1,543    (49,865)
Cash at beginning of year                                                               37,992       36,449     86,314
- ---------------------------------------------------------------------------------------------------------------------------
Cash at end of year                                                                   $ 26,871       37,992     36,449
===========================================================================================================================
<FN>
See accompanying notes to financial statements.
</FN>
</TABLE>

<PAGE>
ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 1997, 1996 and 1995 (in thousands, except share data)


(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 1997 premiums and considerations,
33%,  20% and 47% 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  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 in which it holds
an ownership interest effective in 1998.

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  subsidiary,  Preferred  Life
Insurance Company of New York and other less significant  subsidiaries have been
consolidated.  All significant  intercompany balances and transactions have been
eliminated in consolidation.

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.

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

<PAGE>
ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
December 31, 1997, 1996 and 1995 (in thousands, except share data)


(1) Summary of Significant Accounting Policies (cont.)

Deferred Acquisition Costs (cont.)

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 1997, 1996 and 1995 were $219,266,  $137,618,
and $117,782, 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.

Policy and Contract Claims

Policy and contract claims  represent an estimate of claims and claim adjustment
expenses  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.

Investments

The   Company   has   classified   all   of   its   investment    portfolio   as
"available-for-sale". 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.
The Company  analyzes loan  impairment  at least once a year when  assessing the
adequacy of the  allowance  for  possible  credit  losses.  The Company does not
accrue interest on impaired loans and accounts for interest income on such loans
on a cash basis.

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

As of December 31, 1997 and 1996,  investments with a carrying value of $103,590
and  $102,361,  respectively,  were  held  on  deposit  with  various  insurance
departments and in other trusts 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 may
cause estimates of fair values to differ from the amounts presented herein.
<PAGE>
ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 1997, 1996 and 1995 (in thousands, except share data)


(1) Summary of Significant Accounting Policies (cont.)

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 account assets were determined using the market value of
the underlying  investments  held in segregated  fund  accounts.  Fair values of
separate account  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

In 1996, the Company adopted Statement of Financial  Accounting  Standard (SFAS)
No. 121,  Accounting for the Impairment of Long-Lived  Assets and for Long-Lived
Assets to Be Disposed Of. No adjustments were made to the consolidated financial
statements upon adoption of this pronouncement.

In 1997 the  Company  adopted  SFAS No. 129,  Disclosure  of  Information  about
Capital Structure,  which establishes standards for disclosing information about
an entity's capital structure. No additional disclosures were required.

Accounting Pronouncements to be Adopted

The Financial Accounting Standards Board (FASB) has issued SFAS No. 125,
Accounting for Transfers and Servicing of Financial Assets and Extinguishments 
of Liabilities, which provides accounting and reporting standards for transfers 
and servicing of financial assets and extinguishments of liabilities. In 
December 1996, the FASB issued SFAS No. 127, Deferral of the Effective Date of
Certain Provisions of FASB Statement No. 125, which defers the effective date of
certain paragraphs of SFAS No. 125 applicable to the Company. The Statements are
to be applied prospectively. As a result of SFAS No. 127, the Company will adopt
SFAS No. 125 January 1, 1998. Adoption of these pronouncements is not expected 
to have a significant impact on the consolidated financial statements.

In June,  1997,  the FASB issued SFAS No. 130  Reporting  Comprehensive  Income,
which establishes  standards for reporting and displaying  comprehensive  income
and its components in general purpose  financial  statements,  and SFAS No. 131,
Disclosures  about  Segments of an  Enterprise  and Related  Information,  which
requires certain  business  enterprises to report  specified  information  about
their  operating  segments  in  a  complete  set  of  financial   statements  to
shareholders.  SFAS No. 130 and SFAS No. 131 are effective for the Company,  and
will be adopted in 1998.
<PAGE>
ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
December 31, 1997, 1996 and 1995 (in thousands, except share data)


(1) Summary of Significant Accounting Policies (cont.)

Reclassifications

Certain  prior year balances  have been  reclassified  to conform to the current
year presentation.


(2) Investments

Investments at December 31, 1997 consist of:
<TABLE>
<CAPTION>
                                                                                                               Amount
                                                                                                              shown on
                                                                                     Amortized   Estimated  consolidated
                                                                                       cost        fair        balance
                                                                                      or cost      value        sheet
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                  <C>         <C>         <C>
Fixed maturities:
 U.S. Government                                                                    $ 499,652      528,657     528,657
 States and political subdivisions                                                     82,287       85,829      85,829
 Foreign government                                                                    35,858       37,734      37,734
 Public utilities                                                                      44,151       48,237      48,237
 Corporate securities                                                               1,206,392    1,250,532   1,250,532
 Mortgage backed securities                                                           628,307      663,891     663,891
 Collateralized mortgage obligations                                                   86,246       90,330      90,330
- ---------------------------------------------------------------------------------------------------------------------------
       Total fixed maturities                                                      $2,582,893    2,705,210   2,705,210
- ---------------------------------------------------------------------------------------------------------------------------
Equity securities:
 Common stocks:
  Banks, trusts and insurance companies                                                 7,670       11,220      11,220
  Industrial and miscellaneous                                                        246,395      418,871     418,871
 Nonredeemable preferred stocks                                                        10,079       12,516      12,516
- ---------------------------------------------------------------------------------------------------------------------------
       Total equity securities                                                      $ 264,144      442,607     442,607
- ---------------------------------------------------------------------------------------------------------------------------
Other investments:
 Mortgage loans on real estate                                                        318,683    XXXXXXXXX     318,683
 Certificates of deposit and short-term securities                                    117,124    XXXXXXXXX     117,124
 Policy loans                                                                           5,695    XXXXXXXXX       5,695
 Other invested assets                                                                 51,863    XXXXXXXXX      51,863
- ---------------------------------------------------------------------------------------------------------------------------
       Total other investments                                                      $ 493,365    XXXXXXXXX     493,365
- ---------------------------------------------------------------------------------------------------------------------------
       Total investments                                                           $3,340,402    XXXXXXXXX   3,641,182
===========================================================================================================================
</TABLE>

<PAGE>
ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
December 31, 1997, 1996 and 1995 (in thousands, except share data)


(2) Investments (cont.)

At December 31, 1997 and 1996, the amortized cost, gross unrealized gains, gross
unrealized losses and estimated fair values of securities are as follows:
<TABLE>
<CAPTION>
                                                                         Amortized     Gross       Gross      Estimated
                                                                           cost     unrealized  unrealized      fair
                                                                          or cost      gains      losses        value
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                     <C>           <C>           <C>      <C>
 1997:
 U.S. Government                                                        $ 499,652      29,191          186     528,657
 States and political subdivisions                                         82,287       3,561           19      85,829
 Foreign government                                                        35,858       1,876            0      37,734
 Public utilities                                                          44,151       4,086            0      48,237
 Corporate securities                                                   1,206,392      60,016       15,876   1,250,532
 Mortgage backed securities                                               628,307      35,584            0     663,891
 Collateralized mortgage obligations                                       86,246       4,086            2      90,330
- ---------------------------------------------------------------------------------------------------------------------------
       Total fixed maturities                                           2,582,893     138,400       16,083   2,705,210
 Equity securities                                                        264,144     205,632       27,169     442,607
- ---------------------------------------------------------------------------------------------------------------------------
       Total                                                           $2,847,037     344,032       43,252   3,147,817
===========================================================================================================================
1996:
 U.S. Government                                                          620,236      25,954          926     645,264
 States and political subdivisions                                            419           5            0         424
 Foreign government                                                       304,589       6,090        1,285     309,394
 Public utilities                                                           6,466         575            0       7,041
 Corporate securities                                                   1,025,189      24,137        9,004   1,040,322
 Mortgage backed securities                                               669,181      18,444          571     687,054
 Collateralized mortgage obligations                                       78,331         995          519      78,807
- ---------------------------------------------------------------------------------------------------------------------------
       Total fixed maturities                                           2,704,411      76,200       12,305   2,768,306
 Equity securities                                                        234,089      98,711        4,966     327,834
- ---------------------------------------------------------------------------------------------------------------------------
       Total                                                           $2,938,500     174,911       17,271   3,096,140
===========================================================================================================================
<FN>
The changes in  unrealized  gains  (losses) on fixed  maturity  securities  were
$58,422,  $(97,973)  and $261,471 in each of the years ended  December 31, 1997,
1996 and 1995, respectively.

The changes in unrealized  gains (losses) in equity  investments,  which include
common  stocks and  nonredeemable  preferred  stocks were  $84,718,  $40,895 and
$48,186 for the years ended December 31, 1997, 1996 and 1995, respectively.

The amortized cost and estimated fair value of fixed  maturities at December 31,
1997, 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.
</FN>
</TABLE>

<TABLE>
<CAPTION>
                                                                                                 Amortized    Estimated
                                                                                                   cost      fair value
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                               <C>           <C>   
Due in one year or less                                                                           $ 27,247      27,392
Due after one year through five years                                                              439,279     446,935
Due after five years through ten years                                                             913,045     941,311
Due after ten years                                                                                575,015      625,68
Mortgage backed securities                                                                         628,307     663,891
- ---------------------------------------------------------------------------------------------------------------------------
 Totals                                                                                         $2,582,893   2,705,210
===========================================================================================================================
</TABLE>
<PAGE>
ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
December 31, 1997, 1996 and 1995 (in thousands, except share data)


(2) Investments (cont.)

Gross gains of $70,335,  $43,696 and $41,962 and gross losses of $8,654, $16,834
and  $14,607  were  realized  on sales of  securities  in 1997,  1996 and  1995,
respectively;  related taxes were $21,588,  $9,402, and $9,574 in 1997, 1996 and
1995,  respectively.  Proceeds from redemptions of  held-to-maturity  securities
during 1995 were $7,022 with no gain or loss realized on such transactions.

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


                                                                                       1997        1996         1995
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                   <C>            <C>        <C>   
Fixed maturities, at market                                                           $40,268        8,897      21,877
Equity securities                                                                      21,413       17,964       5,478
Mortgage loans                                                                           (982)      (1,129)       (687)
Real estate                                                                               635        3,104       2,530
Other                                                                                     154         (275)          4
- ---------------------------------------------------------------------------------------------------------------------------
      Net gains before taxes                                                           61,488       28,561      29,202
Tax expense on net realized gains                                                      21,521        9,996      10,218
- ---------------------------------------------------------------------------------------------------------------------------
      Net gains after taxes                                                           $39,967       18,565      18,984
===========================================================================================================================
</TABLE>

The  Company  has 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,
1997 and 1996,  mortgage  backed  securities  underlying  such  agreements  were
carried at a market  value of  $350,985  and  $124,281  respectively,  and other
liabilities included $369,664 and $130,196 respectively for funds received under
these  agreements.  Average  balances  outstanding were $183,530 and $83,602 and
weighted  average  interest  rates  were  7.2%  and  7.5%  during  1997 and 1996
respectively.  The maximum balance outstanding during 1997 and 1996 was $369,664
and $130,196 respectively.

The Company  participates in a securities lending program administered by AZOA's
investment  division.  Under this program, the Company loans U.S. Treasury Notes
to qualified third parties.  The Company obtains  collateral for the loans 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, 1997 and 1996.

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.  There were no impaired  loans held by the Company at December  31,
1997 and 1996.
<PAGE>
ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
December 31, 1997, 1996 and 1995 (in thousands, except share data)


(2) Investments (cont.)

The valuation  allowances at December 31, 1997, 1996 and 1995 and the changes in
the allowance for the years then ended are summarized as follows:
<TABLE>
<CAPTION>
                                                                                    Writedowns
                                                            Beginning   Charged to  Charged to                   End
                                                             of year    Operations   Allowance  Recoveries     of year
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                          <C>            <C>          <C>        <C>         <C>  
December 31, 1997:
 Mortgage loans                                              $ 7,279        1,000           0            0       8,279
- ---------------------------------------------------------------------------------------------------------------------------
Total valuation allowance                                    $ 7,279        1,000           0            0       8,279
===========================================================================================================================
December 31, 1996:
 Mortgage loans                                              $10,487            0           0        3,208       7,279
- ---------------------------------------------------------------------------------------------------------------------------
Total valuation allowance                                    $10,487            0           0        3,208       7,279
===========================================================================================================================
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
===========================================================================================================================
</TABLE>

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

<TABLE>
<CAPTION>
                                                                                       1997        1996         1995
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                   <C>          <C>         <C>
Interest:
 Fixed maturities, at amortized cost                                                      $ 0            0       6,284
 Fixed maturities, at market                                                          211,335      178,664     158,421
 Mortgage loans                                                                        25,232       19,267      16,125
 Policy loans                                                                           6,526        7,013       6,688
 Short-term investments                                                                12,804       10,688       7,182
Dividends:
 Preferred stock                                                                          748          818         581
 Common stock                                                                           4,603        4,527       3,204
Interest on assets held by reinsurers                                                   8,858        9,709      10,445
Other invested assets                                                                   9,438        5,344       3,614
- ---------------------------------------------------------------------------------------------------------------------------
       Total investment income                                                        279,544      236,030     212,544
Investment expenses related to coinsurance agreement (note 6)                          98,417            0           0
Investment expenses                                                                    18,777       13,408      11,386
- ---------------------------------------------------------------------------------------------------------------------------
       Net investment income                                                         $162,350      222,622     201,158
============================================================================================================================
</TABLE>

<PAGE>
ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
December 31, 1997, 1996 and 1995 (in thousands, except share data)


(3) Summary Table of Fair Value Disclosures
<TABLE>
<CAPTION>
                                                                                1997                         1996
- ---------------------------------------------------------------------------------------------------------------------------
                                                                         Carrying     Fair           Carrying    Fair
                                                                          Amount      Value           Amount     Value
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                     <C>        <C>             <C>       <C>
Financial assets Fixed maturities, at market:
  U.S. Government                                                       $ 528,657    528,657         645,264   645,264
  States and political subdivisions                                        85,829     85,829             424       424
  Foreign governments                                                      37,734     37,734         309,394   309,394
  Public utilities                                                         48,237     48,237           7,041     7,041
  Corporate securities                                                  1,250,532  1,250,532       1,040,322 1,040,322
  Mortgage backed securities                                              663,891    663,891         687,054   687,054
  Collateralized mortgage obligations                                      90,330     90,330          78,807    78,807
 Equity securities                                                        442,607    442,607         327,834   327,834
 Mortgage loans                                                           318,683    333,540         245,559   252,825
 Short term investments                                                   117,124    117,124         204,972   204,972
 Policy loans                                                               5,695      5,695         103,708   103,708
 Other long term investments                                               51,863     51,863             124       124
 Receivables                                                              262,676    262,676         155,278   155,278
 Separate accounts assets                                              10,756,929 10,756,929       9,520,561 9,520,561
Financial liabilities:
 Investment contracts                                                   3,536,690  2,945,366       3,297,973 2,747,914
 Separate account liabilities                                          10,756,929 10,565,205       9,520,561 9,324,358
 Dollar reverse repurchase agreements                                     369,664    369,664         130,196   130,196

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

(4) Receivables

Receivables at December 31 consist of the following:
<TABLE>
<CAPTION>
                                                                                                   1997         1996
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                               <C>          <C>    
Premiums due                                                                                      $207,293     125,216
Agents balances                                                                                      3,186       5,523
Related party receivables                                                                            1,445       2,099
Reinsurance commission receivable                                                                   23,921       7,515
Scholarship enrollment fees                                                                          8,401       8,025
Due from administrators                                                                             13,630       3,244
Other                                                                                                4,800       3,656
- ---------------------------------------------------------------------------------------------------------------------------
       Total receivables                                                                          $262,676     155,278
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>
ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
December 31, 1997, 1996 and 1995 (in thousands, except share data)


(5) 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, 1997 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.

Activity in the  accident  and health  claims  reserves,  exclusive of long term
care,  hospital  indemnity and AIDS reserves of $12,479,  $14,348 and $18,858 in
1997, 1996 and 1995, respectively, is summarized as follows:
<TABLE>
<CAPTION>
                                                                                       1997        1996         1995
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                  <C>           <C>         <C>   
Balance at January 1, net of reinsurance recoverables of $114,230,
 $99,292 and $96,090                                                                 $216,596      191,804     185,028
Incurred related to:
 Current year                                                                         341,908      271,308     242,024
 Prior years                                                                          (12,087)     (11,642)     (9,163)
- ---------------------------------------------------------------------------------------------------------------------------
Total incurred                                                                        329,821      259,666     232,861
- ---------------------------------------------------------------------------------------------------------------------------

Paid related to:
 Current year                                                                         150,942      107,842     100,165
 Prior years                                                                          144,798      127,032     125,920
- ---------------------------------------------------------------------------------------------------------------------------
Total paid                                                                            295,740      234,874     226,085
- ---------------------------------------------------------------------------------------------------------------------------
Balance at December 31, net of reinsurance recoverables of $125,543,
 $114,230 and $99,292                                                                $250,677     216,596      191,804
===========================================================================================================================
<FN>
Due to lower than  anticipated  losses related to prior years, the provision for
claims and claim adjustment expenses decreased.
</FN>
</TABLE>

(6) 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, 1997 are $902,500, $851,849,
$254,448,  and $36,520  recoverable  from four  insurers who, as of December 31,
1997, were rated A+, A+, B++, and A+, 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.

<PAGE>
ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
December 31, 1997, 1996 and 1995 (in thousands, except share data)


(6) Reinsurance (cont.)

Life  insurance,  annuities  and accident and health  business  assumed from and
ceded to other companies is as follows:
<TABLE>
<CAPTION>
                                                                                                             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, 1997:
Life insurance in force                                  $32,234,241   72,682,842  19,873,094   85,043,989          85.5%
- ---------------------------------------------------------------------------------------------------------------------------
Premiums:
 Life insurance                                              252,859      170,798     110,579      313,078          54.6%
 Annuities                                                   217,353        1,910      30,789      188,474           1.0%
 Accident and health insurance                               436,105      311,612     296,650      451,067          69.1%
- ---------------------------------------------------------------------------------------------------------------------------
       Total premiums                                        906,317      484,320     438,018      952,619          50.8%
===========================================================================================================================
December 31, 1996:
Life insurance in force                                  $37,527,994   44,073,247   6,126,541   75,474,700          58.4%
- ---------------------------------------------------------------------------------------------------------------------------
Premiums:
 Life insurance                                              235,837      133,994      37,986      331,845          40.4%
 Annuities                                                   169,503        1,153      12,769      157,887           0.7%
 Accident and health insurance                               396,051      207,179     226,408      376,822          55.0%
- ---------------------------------------------------------------------------------------------------------------------------
       Total premiums                                        801,391      342,326     277,163      866,554          39.5%
===========================================================================================================================
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%
===========================================================================================================================
</TABLE>

Effective January 1, 1997, the Company entered into a 100% coinsurance agreement
with an unrelated  insurance  company to coinsure a block of business  with life
insurance  inforce of  $13,200,000  and 1997 premium of $90,000.  The  coinsured
block included certain  universal life and traditional  life insurance  policies
and annuity contracts. In connection with this agreement, the Company recognized
a  recoverable  on future  benefit  reserves  of  $1,102,000,  received a ceding
commission  of $138,500 and  transferred  assets of $881,000  which  support the
business.  The unearned ceding commission represents deferred revenue which will
be  amortized  over  the  revenue-producing  period  of  the  related  reinsured
policies.  The servicing of the  coinsured  business was also  transferred  to a
third party insurer who is also the retrocessionaire of the block.

Of the amounts  ceded to others,  the Company  ceded life  insurance  inforce of
$1,163,533, $381,381 and $182,638 in 1997, 1996 and 1995, respectively, and life
insurance  premiums  earned of $2,538,  $1,293 and $641 in 1997,  1996 and 1995,
respectively, to its ultimate parent Allianz Aktiengesellshaft. The Company also
ceded  accident  and  health  premiums  earned to Allianz  Aktiengesellshaft  of
$2,467, $1,922 and $(7,520) in 1997, 1996 and 1995.
<PAGE>
ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
December 31, 1997, 1996 and 1995 (in thousands, except share data)


(7) Income Taxes

Income Tax Expense

Total  income tax  expense  (benefit)  for the years  ended  December  31 are as
follows:
<TABLE>
<CAPTION>
                                                                                       1997        1996         1995
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                  <C>            <C>         <C> 
Income tax expense attributable to operations:
 Current tax expenses                                                                $ 31,571       21,936      12,993
 Deferred tax expense                                                                  28,283       30,559      25,772
- ---------------------------------------------------------------------------------------------------------------------------
Total income tax expense attributable to operations                                  $ 59,854       52,495      38,765
Income tax effect on equity:
 Income tax allocated to stockholder's equity:
  Attributable to unrealized gains and losses for the year                             49,748      (19,967)    108,559
- ---------------------------------------------------------------------------------------------------------------------------
Total income tax effect on equity                                                    $109,602       32,528     147,324
===========================================================================================================================
</TABLE>

Components of Income Tax Expense

Income tax expense computed at the statutory rate of 35% varies from tax expense
reported in the Consolidated Statements of Income for the respective years ended
December 31 as follows:
<TABLE>
<CAPTION>
                                                                                       1997        1996         1995
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                   <C>           <C>         <C>   
Income tax expense computed at the statutory rate                                     $60,735       53,782      44,087
Dividends received deductions and tax-exempt interest                                  (2,792)        (650)     (5,430)
Foreign tax                                                                               916       (2,723)       (464)
Interest on tax deficiency                                                              1,100          261         408
Other                                                                                    (105)       1,824         164
- ---------------------------------------------------------------------------------------------------------------------------
       Income tax expense as reported                                                 $59,854       52,494      38,765
===========================================================================================================================
</TABLE>

Components of Deferred Tax Assets and Liabilities on the Balance Sheet

Tax effects of temporary  differences giving rise to the significant  components
of the net deferred tax liability at December 31 are as follows:
<TABLE>
<CAPTION>
                                                                                                   1997         1996
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                <C>         <C> 
Deferred tax assets:
 Provision for post retirement benefits                                                            $ 2,100       2,024
 Allowance for uncollectible accounts                                                                  929       1,256
 Policy reserves                                                                                   177,442     158,131
- ---------------------------------------------------------------------------------------------------------------------------
       Total deferred tax assets                                                                   180,471     161,411
Deferred tax liabilities:
 Deferred acquisition costs                                                                        277,627     240,906
 Net unrealized gain                                                                               102,756      53,008
 Other                                                                                              28,949      18,257
- ---------------------------------------------------------------------------------------------------------------------------
       Total deferred tax liabilities                                                              409,332     312,171
Net deferred tax liability                                                                        $228,861     150,760
===========================================================================================================================
<FN>
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
</FN>
</TABLE>
<PAGE>
ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
December 31, 1997, 1996 and 1995 (in thousands, except share data)


(7) Income Taxes (cont.)


Components of Deferred Tax Assets and Liabilities on the Balance Sheet (cont.)

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, 1997 and 1996, 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  post-1990  separate return taxable
income or tax.  Income  taxes paid by the  Company  were  $39,914,  $30,946  and
$14,865 in 1997, 1996 and 1995, respectively.  At December 31, 1997 and 1996 the
Company had a tax recoverable from AZOA of $20,689 and $11,599, respectively and
a recoverable from Revenue Canada Taxation of $72 and $856, respectively.


(8) Related Party Transactions

The  Company  reimbursed  AZOA  $562,  $86 and  $738 in  1997,  1996  and  1995,
respectively,  for certain administrative services performed. The Company had no
liability to AZOA for such amounts at December 31, 1997 and 1996, respectively.

AZOA's  investment  division  manages the Company's  investment  portfolio.  The
Company  paid  AZOA  $1,957,   $1,657  and  $1,024  in  1997,   1996  and  1995,
respectively,  for investment advisory fees. The Company's liability to AZOA for
such amounts was $437 and $543 at December 31, 1997 and 1996, respectively.

The Company  shares a data center with  affiliated  insurance  companies.  Usage
charges paid to the data center by the Company were $2,826, $3,275 and $3,752 in
1997,  1996 and 1995,  respectively.  The  Company's  liability  for data center
charges was $292 and $58 at December 31, 1997 and 1996, respectively.

The Company  has 200 million  authorized  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 1994, the Company issued 25 million shares of Series A preferred stock with a
dividend  rate of 6.4% to AZOA for  $25,000  and  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.

As of  December  31,  1996,  the Company  sold to AZOA,  without  recourse,  two
receivables  due from third  parties  amounting  to $6,600.  These  receivables,
valued at $5,827, were repurchased by the Company in 1997.


(9) 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 $729,  $808 and $860 in 1997,  1996 and 1995,
respectively.
<PAGE>
ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
December 31, 1997, 1996 and 1995 (in thousands, except share data)


(9) Employee Benefit Plans (cont.)

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 Plan  participants  was 90% in 1997 and 100% in 1996 and 1995,
respectively. 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 $907,  $1,105 and $1,188 in 1997,  1996 and 1995,  respectively,  toward
planned contributions.

In 1995, the Company  discontinued  support of its individual agency field force
and suspended contributions to the Agents' Asset Accumulation Plan as of January
1,  1996.  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.  The Company made no  contributions  to the
Plan in either 1997 or 1996, and $118 in 1995.

The Company provides certain postretirement benefits to employees who retired on
or before  December 31, 1988 or who were hired before  December 31, 1988 and who
have at least ten years of service  when they reach age 55. The  Company's  plan
obligation  at December  31, 1997 and 1996 was $6,001 and $5,783,  respectively.
This liability is included in "Other  liabilities" in the  accompanying  balance
sheet.

(10) 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 or vary in determining statutory policyholders'
surplus and net gain from  operations.  Currently,  these items  include,  among
others, 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 and annuity
benefit reserves  calculated for statutory  accounting do not include provisions
for withdrawals.

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:
<TABLE>
<CAPTION>
                                                          Stockholder's equity                       Net income
- ---------------------------------------------------------------------------------------------------------------------------
                                                            1997         1996               1997        1996     1995
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                       <C>           <C>                 <C>        <C>      <C>
Statutory basis                                          $ 635,711      384,989             72,343     67,995   11,565
Adjustments:
 Change in reserve basis                                  (255,816)    (199,566)           (85,110)    13,324  (43,642)
 Deferred acquisition costs                                927,080      863,338             63,742     36,344   28,552
 Net deferred taxes                                       (228,861)    (150,760)           (28,283)   (30,559) (25,772)
 Statutory asset valuation reserve                         151,675      133,564                  0          0        0
 Statutory interest maintenance reserve                     34,336       26,342              7,994      1,183    8,756
 Modified coinsurance reinsurance                          (31,953)    (113,743)            81,790      5,435  104,222
 Unrealized gains on investments                           124,754       64,928                  0          0        0
 Nonadmitted assets                                         14,824        7,121                  0          0        0
 Deferred income on reinsurance                           (150,526)           0                  0          0        0
 Other                                                      (3,632)      (2,036)             1,197      7,446    3,516
- ---------------------------------------------------------------------------------------------------------------------------
  As reported in the accompanying
   consolidated financial statements                    $1,217,592    1,014,177            113,673    101,168   87,197
===========================================================================================================================
</TABLE>

<PAGE>
ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
December 31, 1997, 1996 and 1995 (in thousands, except share data)


(10) Statutory Financial Data and Dividend Restrictions (cont.)

The  Company  is  required  to  meet  minimum   statutory  capital  and  surplus
requirements.  The  Company's  statutory  capital and surplus as of December 31,
1997 and 1996 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 1997  and  1996,  the  Company  paid  AZOA
dividends on preferred stock in the amount of $1,600. A common stock dividend of
$551 was paid in 1997.  Dividends of $59,071 could be paid in 1998 without prior
approval of the Commissioner of Commerce.

Regulatory Risk Based Capital

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)
- --------------------------------------------------------------------------------
        Company action level           2 (or 2.5 with negative trends)
        Regulatory action level                      1.5
        Authorized control level                      1
        Mandatory control level                      0.7

The Company met the minimum risk-based  capital  requirements as of December 31,
1997 and 1996.

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.

(11) 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
effect on the consolidated financial position of the Company.
<PAGE>
ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
December 31, 1997, 1996 and 1995 (in thousands, except share data)


(11) Commitments and Contingencies (cont.)

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.

The Company is  expending  significant  resources  to assure  that its  computer
systems are  reprogrammed in time to effectively  deal with  transactions in the
year 2000 and beyond.  Costs  associated with this effort are not expected to be
material and are expensed as incurred. This "Year 2000 Computer Problem" creates
risk for the Company from  unforeseen  problems in its own computer  systems and
from  third  parties  with  whom the  Company  deals on  financial  transactions
worldwide.  Such failures of the Company and/or third parties'  computer systems
could have a material  impact on the Company's  ability to conduct its business,
and especially to process and account for the transfer of funds electronically.

(12) Foreign Currency Translation

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:
<TABLE>
<CAPTION>
                                                                                       1997        1996         1995
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                   <C>           <C>         <C>    
Beginning amount of cumulative translation adjustments                                $(3,473)      (3,455)     (3,787)
- ---------------------------------------------------------------------------------------------------------------------------
Aggregate adjustment for the period resulting from translation adjustments             (1,500)         (28)        511
Amount of income tax benefit (expense) for period related to aggregate adjustment         525           10        (179)
- ---------------------------------------------------------------------------------------------------------------------------
       Net aggregate translation included in equity                                      (975)         (18)        332
- ---------------------------------------------------------------------------------------------------------------------------
Ending amount of cumulative translation adjustments                                   $(4,448)      (3,473)     (3,455)
===========================================================================================================================
Canadian foreign exchange rate at end of year                                          0.6992       0.7297      0.7329
</TABLE>

(13) Subsequent Event - Life USA Holding, Inc.

In 1995,  in  conjunction  with an  expanded  marketing  agreement,  the Company
provided Life USA Holding, Inc. (Life USA), an unrelated insurance company, with
$30,000 in exchange for a fifteen year convertible  debenture paying 5% interest
for the first five years with the interest rate reset annually  thereafter based
on LIBOR plus 1%. In connection  with a definitive  agreement  signed in January
1998, the Company will convert its debenture to equity in 1998.

As noted above, the Company entered into a definitive agreement with Life USA in
January 1998 to acquire up to a 35% equity  ownership in Life USA and extend the
existing  marketing  agreement  between the two  companies to December 31, 2000.
Acquisition of the Company's equity  ownership will be accomplished  through the
following:

 - Conversion of the $30,000  debenture for 2.43 million  shares of common stock
   (conversion price of $12.34 per share);
 - Exercise of the Company's  preemptive right  to  purchase  241,846  shares of
   common  stock at $12.36  per  share;
 - Purchase of 925,000 shares of common stock from  certain  members of Life USA
   management at $16.44 per share; and
 - Commitment of $100 million to purchase newly issued common stock in
   increments of $20 million over a five year period beginning in 1998.

Additionally, the Company may acquire an additional 1,604,104 shares of Life USA
common stock in open market purchases over the next year.
<PAGE>
ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
December 31, 1997, 1996 and 1995 (in thousands, except share data)


(13) Subsequent Event - Life USA Holding, Inc. (cont.)

As part of this  agreement,  the Company has the right to nominate two people to
Life USA's board of  directors,  with  additional  rights of  nomination  in the
future  based  on the  Company's  proportional  ownership.  Two  members  of the
Company's  management  were named to Life USA's  board of  directors  in January
1998.

(14) Supplementary Insurance Information

The following table summarizes certain financial information by line of business
for 1997, 1996 and 1995:
<TABLE>
<CAPTION>
                                As of December 31                           For the year ended December 31
- ---------------------------------------------------------------------------------------------------------------------------
                              Future policy          Other       Premium Benefits, Net change
                      Deferred  benefits,           policy       revenue  claims       in
                       policy    losses,          claims and    and other   Net    losses, and policy    Other
                     acquisitionclaims andUnearned benefits    contract investment settlement acquisition operating Premiums
                        costs loss expensepremiums  payable  considerations income  expenses  costs (a) expenses   written (b)
- ---------------------------------------------------------------------------------------------------------------------------
<S>                    <C>     <C>          <C>     <C>          <C>       <C>      <C>      <C>       <C>     <C> 
1997:
Life                  $189,971 1,297,269    5,215   63,572       313,078    24,352  230,357  (14,363)   99,913
Annuities              717,721 3,251,829        0    1,881       188,474   118,028  124,535  (44,924)  186,789
Accident and health     19,388         0   44,953  487,660       451,067    19,970  327,526   (4,455)  151,312
- ---------------------------------------------------------------------------------------------------------------------------
                      $927,080 4,549,098   50,168  553,113       952,619   162,350  682,418  (63,742)  438,014
===========================================================================================================================
1996:
Life                  $175,608 1,204,633    5,502   62,369       331,845    89,049  258,221    4,308   103,352
Annuities              672,797 2,879,221        0    1,859       157,887   113,537  105,335  (43,283)  161,002
Accident and health     14,933         0   26,674  374,596       376,822    20,036  256,364    2,631   122,337
- ---------------------------------------------------------------------------------------------------------------------------
                      $863,338 4,083,854   32,176  438,824       866,554   222,622  619,920  (36,344)  386,691
===========================================================================================================================
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
===========================================================================================================================
<FN>
(a) See note 1 for total gross amortization.
(b) Premiums written are not applicable for life insurance companies.
</FN>
</TABLE>





<PAGE>
                                   APPENDIX A

                          ILLUSTRATION OF POLICY VALUES

   
     The following tables illustrate how Policy Account values,  Net Cash Values
and death benefits of a Policy change based on the investment  experience of the
Policy  Sub-Accounts.  The illustrations are hypothetical and may not be used to
project or predict  investment  results.  The Policy  Account  values,  Net 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
Policy Sub-Accounts is lower than the gross investment return on the assets held
in the Portfolios because of the charges levied against the Policy Sub-Accounts.
The daily investment  advisory fee is assumed to be equivalent to an annual rate
of 0.672% of the net assets of the Portfolios of the Trust (which is the average
of the  investment  advisory  fees assessed the Trust in 1997 weighted by Policy
Sub-Account value as of 12/31/97). The values also assume that each Portfolio of
the Trust will incur  expenses  annually  which are  assumed to be 0.055% of the
average net assets of the  Portfolio.  This is the  average in 1997  weighted by
Policy  Sub-Account  value  as of  12/31/97.  The  Policy  Sub-Accounts  will be
assessed for  mortality  and expense  risks at a  guaranteed  annual rate not to
exceed 0.90% (the current  annual rate is 0.60%) of the average daily net assets
of the Policy Sub-Account and for  administrative  expenses at an annual rate of
0.15% of the average  daily net assets of the Policy  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 -1.47%,  4.45%
and 10.36%.
    

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

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

<PAGE>
   
<TABLE>
<CAPTION>

                 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

                                                                     
                                                                     CURRENT VALUES
                                 -------------------------------------------------------------------------------------------
                                     VALUES PROJECTED AT           VALUES PROJECTED AT             VALUES PROJECTED AT
                                           0.00%                          6.00%                          12.00%
                                 -------------------------------------------------------------------------------------------
END                     ACCUM                NET        NET                 NET       NET                   NET       NET
OF          ANNUAL    @ 5.00%     POLICY    CASH       DEATH    POLICY     CASH      DEATH     POLICY      CASH      DEATH
YR.   AGE   PREMIUM    PREMIUM   ACCOUNT    VALUE     BENEFIT   ACCOUNT    VALUE    BENEFIT    ACCOUNT     VALUE    BENEFIT
- ---   ---   -------    -------   -------    -----     -------   -------    -----    -------    -------     -----    -------
<C>  <S>    <S>        <S>       <S>       <S>       <S>       <S>        <S>      <S>         <S>        <S>      <S>
 1   35      1,200      1,260        757       35     100,000      813        92     100,000      870         148   100,000
 2   36      1,200      2,583      1,674      892     100,000    1,840     1,058     100,000    2,013       1,231   100,000
 3   37      1,200      3,972      2,573    1,731     100,000    2,907     2,066     100,000    3,269       2,428   100,000
 4   38      1,200      5,431      3,452    2,601     100,000    4,017     3,165     100,000    4,651       3,799   100,000
 5   39      1,200      6,962      4,314    3,494     100,000    5,171     4,351     100,000    6,172       5,351   100,000

 6   40      1,200      8,570      5,154    4,383     100,000    6,367      5,597    100,000    7,841       7,070   100,000
 7   41      1,200     10,259      5,981    5,261     100,000    7,618      6,898    100,000    9,686       8,965   100,000
 8   42      1,200     12,032      6,788    6,118     100,000    8,918      8,247    100,000   11,716      11,046   100,000
 9   43      1,200     13,893      7,579    6,991     100,000   10,271      9,683    100,000   13,955      13,367   100,000
10   44      1,200     15,848      8,354    7,848     100,000   11,682     11,176    100,000   16,426      15,920   100,000

15   49      1,200      27,189    11,897    11,897    100,000   19,600     19,600    100,000   33,127      33,127   100,000
20   54      1,200      41,633    14,621    14,621    100,000   28,967     28,967    100,000   60,339      60,339   100,000
25   59      1,200      60,136    16,631    16,631    100,000   41,100     41,100    100,000   107,953    107,953   144,657
30   64      1,200      83,713    16,826    16,826    100,000   55,899     55,899    100,000   187,120    187,120   228,286
35   69      1,200     113,804    13,867    13,867    100,000   74,438     74,438    100,000   318,016    318,016   368,898


     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 NET CASH VALUE FOR A POLICY WOULD BE DIFFERENT THAN THOSE SHOWN
IF THE ACTUAL  INVESTMENT  RATES OF RETURN AVERAGED 0%, 6% AND 12% OVER A PERIOD OF YEARS,  BUT ALSO FLUCTUATED ABOVE OR BELOW
THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS. NO REPRESENTATIONS CAN BE MADE BY THE COMPANY OR THE TRUST THAT THESE HYPOTHETICAL
RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER A PERIOD OF TIME.

</TABLE>
    

<PAGE>
   
<TABLE>
<CAPTION>

                 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

                                                                     GUARANTEED VALUES
                                 ------------------------------------------------------------------------------------------   
                                     VALUES PROJECTED AT           VALUES PROJECTED AT             VALUES PROJECTED AT
                                           0.00%                          6.00%                          12.00%
                                 ------------------------------------------------------------------------------------------
END                     ACCUM                NET        NET                 NET       NET                  NET        NET
OF          ANNUAL     @ 5.00%   POLICY     CASH      DEATH     POLICY     CASH      DEATH     POLICY     CASH       DEATH
YR.   AGE   PREMIUM    PREMIUM   ACCOUNT    VALUE    BENEFIT    ACCOUNT    VALUE    BENEFIT    ACCOUNT    VALUE     BENEFIT
- ---   ---   -------    -------   -------    -----    -------    -------    -----    -------    -------    -----     -------
<C>  <S>     <S>       <S>        <S>       <S>      <S>        <S>        <S>      <S>        <S>       <S>       <S>
 1   35      1,200      1,260        747       25     100,000      803        81     100,000      859         138   100,000
 2   36      1,200      2,583      1,601      819     100,000    1,764       982     100,000    1,933       1,151   100,000
 3   37      1,200      3,972      2,430    1,588     100,000    2,754     1,912     100,000    3,105       2,263   100,000
 4   38      1,200      5,431      3,235    2,383     100,000    3,775     2,923     100,000    4,384       3,532   100,000
 5   39      1,200      6,962      4,015    3,195     100,000    4,829     4,008     100,000    5,783       4,962   100,000

 6   40      1,200      8,570      4,761    3,991     100,000    5,905      5,135    100,000    7,301       6,531   100,000
 7   41      1,200     10,259      5,485    4,764     100,000    7,018      6,297    100,000    8,965       8,244   100,000
 8   42      1,200     12,032      6,175    5,504     100,000    8,156      7,486    100,000   10,777      10,107   100,000
 9   43      1,200     13,893      6,833    6,245     100,000    9,323      8,735    100,000   12,754      12,166   100,000
10   44      1,200     15,848      7,459    6,953     100,000   10,519     10,013    100,000   14,915      14,409   100,000

15   49      1,200     27,189     10,099    10,099    100,000   16,978     16,978    100,000   29,213      29,213   100,000
20   54      1,200     41,633     11,628    11,628    100,000   24,094     24,094    100,000   51,916      51,916   100,000
25   59      1,200     60,136     11,422    11,422    100,000   31,536     31,536    100,000   88,689      88,689   118,843
30   64      1,200     83,713      8,358     8,358    100,000   38,762     38,762    100,000   147,088    147,088   179,446
35   69      1,200    113,804         20        20    100,000   44,688     44,688    100,000   238,464    238,464   276,618


     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 NET CASH VALUE FOR A POLICY WOULD BE DIFFERENT THAN THOSE SHOWN
IF THE ACTUAL  INVESTMENT  RATES OF RETURN AVERAGED 0%, 6% AND 12% OVER A PERIOD OF YEARS,  BUT ALSO FLUCTUATED ABOVE OR BELOW
THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS. NO REPRESENTATIONS CAN BE MADE BY THE COMPANY OR THE TRUST THAT THESE HYPOTHETICAL
RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER A PERIOD OF TIME.

</TABLE>
    

<PAGE>
   
<TABLE>
<CAPTION>

                 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

                                                                      CURRENT VALUES
                                 ------------------------------------------------------------------------------------------
                                     VALUES PROJECTED AT           VALUES PROJECTED AT             VALUES PROJECTED AT
                                           0.00%                          6.00%                          12.00%
                                 ------------------------------------------------------------------------------------------
END                     ACCUM                NET       NET                  NET       NET                  NET        NET
OF           ANNUAL    @ 5.00%    POLICY    CASH      DEATH     POLICY     CASH      DEATH     POLICY     CASH       DEATH
YR.   AGE   PREMIUM    PREMIUM   ACCOUNT    VALUE    BENEFIT    ACCOUNT    VALUE    BENEFIT    ACCOUNT    VALUE     BENEFIT
- ---   ---   -------    -------   -------    -----    -------    -------    -----    -------    -------    -----     -------
<C>  <S>     <S>      <S>         <S>       <S>       <S>       <S>       <S>       <S>        <S>        <S>      <S>
 1   35      1,200      1,260        755       33     100,755      812         90    100,811      868         147   100,868
 2   36      1,200      2,583      1,670      888     101,669    1,835      1,053    101,835    2,008       1,226   102,007
 3   37      1,200      3,972      2,563    1,722     102,563    2,897      2,055    102,896    3,257       2,416   103,257
 4   38      1,200      5,431      3,437    2,585     103,436    3,998      3,147    103,998    4,629       3,777   104,628
 5   39      1,200      6,962      4,290    3,470     104,290    5,142      4,321    105,141    6,135       5,314   106,134

 6   40      1,200      8,570      5,119    4,349     105,119    6,323      5,553    106,323     7,784      7,014   107,784
 7   41      1,200     10,259      5,935    5,214     105,934    7,556      6,836    107,556     9,604      8,883   109,603
 8   42      1,200     12,032      6,728    6,057     106,727    8,833      8,163    108,833    11,600     10,929   111,599
 9   43      1,200     13,893      7,502    6,914     107,501   10,160      9,572    110,159    13,795     13,207   113,795
10   44      1,200     15,848      8,259    7,753     108,258   11,539     11,033    111,539    16,212     15,706   116,211

15   49      1,200     27,189     11,666    11,666    111,666   19,178     19,178    119,178    32,352     32,352   132,351
20   54      1,200     41,633     14,122    14,122    114,122   27,864     27,864    127,864    57,847     57,847   157,847
25   59      1,200     60,136     15,609    15,609    115,608   38,332     38,332    138,331   100,885    100,885   200,884
30   64      1,200     83,713     14,889    14,889    114,888   49,279     49,279    149,278   170,655    170,655   270,655
35   69      1,200    113,804     10,535    10,535    110,535   59,083     59,083    159,082   283,488    283,488   383,488


     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 NET CASH VALUE FOR A POLICY WOULD BE DIFFERENT THAN THOSE SHOWN
IF THE ACTUAL  INVESTMENT  RATES OF RETURN AVERAGED 0%, 6% AND 12% OVER A PERIOD OF YEARS,  BUT ALSO FLUCTUATED ABOVE OR BELOW
THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS. NO REPRESENTATIONS CAN BE MADE BY THE COMPANY OR THE TRUST THAT THESE HYPOTHETICAL
RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER A PERIOD OF TIME.

</TABLE>
    

<PAGE>
   
<TABLE>
<CAPTION>

                 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

                                                                     GUARANTEED VALUES
                                 ------------------------------------------------------------------------------------------
                                     VALUES PROJECTED AT           VALUES PROJECTED AT             VALUES PROJECTED AT
                                           0.00%                          6.00%                          12.00%
                                 ------------------------------------------------------------------------------------------
END                     ACCUM                NET       NET                  NET       NET                  NET        NET
OF          ANNUAL     @ 5.00%    POLICY    CASH      DEATH     POLICY     CASH      DEATH     POLICY     CASH       DEATH
YR.   AGE   PREMIUM    PREMIUM   ACCOUNT    VALUE    BENEFIT    ACCOUNT    VALUE    BENEFIT    ACCOUNT    VALUE     BENEFIT
- ---   ---   -------    -------   -------    -----    -------    -------    -----    -------    -------    -----     -------
<C> <S>     <S>       <S>        <S>       <S>       <S>        <S>        <S>      <S>        <S>        <S>       <S>
 1   35      1,200      1,260        745       24     100,745      801        80     100,801     858         136    100,857
 2   36      1,200      2,583      1,596      815     101,596    1,758       976     101,758    1,927       1,146   101,927
 3   37      1,200      3,972      2,421    1,579     102,420    2,743     1,901     102,742    3,092       2,250   103,092
 4   38      1,200      5,431      3,218    2,367     103,218    3,755     2,903     103,755    4,361       3,509   104,360
 5   39      1,200      6,962      3,990    3,170     103,990    4,797     3,977     104,797    5,744       4,924   105,744

 6   40      1,200      8,570      4,725    3,954     104,724    5,858     5,088     105,858    7,241       6,471   107,241
 7   41      1,200     10,259      5,434    4,714     105,434    6,950     6,230     106,950    8,875       8,155   108,875
 8   42      1,200     12,032      6,108    5,437     106,107    8,063     7,393     108,063   10,648       9,978   110,648
 9   43      1,200     13,893      6,746    6,158     106,745    9,197     8,609     109,197   12,574      11,986   112,574
10   44      1,200     15,848      7,348    6,842     107,348   10,354     9,848     110,354   14,667      14,161   114,667

15   49      1,200     27,189      9,812     9,812    109,811   16,455     16,455    116,454   28,250      28,250   128,249
20   54      1,200     41,633     11,017    11,017    111,017   22,723     22,723    122,723   48,782      48,782   148,781
25   59      1,200     60,136     10,266    10,266    110,266   28,270     28,270    128,270   79,454      79,454   179,454
30   64      1,200     83,713      6,445     6,445    106,445   31,471     31,471    131,471   124,811    124,811   224,811
35   69      1,200    113,804          0         0          0   29,241     29,241    129,241   190,902    190,902   290,901


     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 NET CASH VALUE FOR A POLICY WOULD BE DIFFERENT THAN THOSE SHOWN
IF THE ACTUAL  INVESTMENT  RATES OF RETURN AVERAGED 0%, 6% AND 12% OVER A PERIOD OF YEARS,  BUT ALSO FLUCTUATED ABOVE OR BELOW
THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS. NO REPRESENTATIONS CAN BE MADE BY THE COMPANY OR THE TRUST THAT THESE HYPOTHETICAL
RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER A PERIOD OF TIME.

</TABLE>
    


<PAGE>

                                     PART II

                          UNDERTAKINGS TO FILE REPORTS

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


                                 REPRESENTATION

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


                                 INDEMNIFICATION

The Bylaws of the Company provide that:

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

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

                       CONTENTS OF REGISTRATION STATEMENT

This Registration Statement comprises the following papers and documents:

The facing sheet

The Prospectus consisting of __ pages

Representations

The signatures

The following exhibits:

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

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

B.     Opinion and Consent of Counsel

C.     Consent of Actuary

D.     Independent Auditors' Consent


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

    #  Incorporated by reference to Registrant's Post-Effective
       Amendment No. 9 to Form S-6, File Nos. 33-11158 and
       811-4965 as electronically filed on April 24, 1996.
  
   ##  Incorporated by reference to Registrant's Post-Effective
       Amendment No. 11 to Form S-6, File Nos. 33-11158 and
       811-4965 as electronically filed on April 30, 1997.
    



                                 REPRESENTATIONS


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

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

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

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

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

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


                                   SIGNATURES


   
As required by the  Securities  Act of 1933,  the  Registrant  certifies that it
meets all the requirements  for  effectiveness  of this  Registration  Statement
pursuant to Rule 485(b) under the  Securities Act of 1933 and it has duly caused
this  Registration  Statement  to be  signed on its  behalf  by the  undersigned
thereunto duly authorized in the City of Minneapolis and State of Minnesota,  on
this 24th day of April, 1998.
    

<TABLE>
<CAPTION>

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




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



   
                                     By:  /S/ MICHAEL T. WESTERMEYER
                                          ------------------------------
                                          Michael T. Westermeyer


Attest:/S/ THOMAS B. CLIFFORD
       ----------------------------
    

</TABLE>



Pursuant to the  requirements of the Securities Act of 1933,  this  registration
statement has been signed by the following  persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
Signature and Title
<S>                     <C>                                     <C>
Lowell C. Anderson*     Chairman of the Board                   04/24/98
Lowell C. Anderson      President and Chief Executive Officer       Date

Herbert F. Hansmeyer*   Director                                04/24/98
Herbert F. Hansmeyer                                                Date

Michael P. Sullivan*    Director                                04/24/98
Michael P. Sullivan                                                 Date

Dr.Jerry E. Robertson*  Director                                04/24/98
Dr.Jerry E. Robertson                                              Date

Dr. Gerhard Rupprecht*  Director                                04/24/98
Dr. Gerhard Rupprecht                                               Date

Edward J. Bonach*       Chief Financial Officer                 04/24/98
Edward J. Bonach                                                    Date

Rev. Dennis J. Dease*   Director                                04/24/98
Rev. Dennis J. Dease                                                Date

James R. Campbell*      Director                                04/24/98
James R. Campbell                                                   Date

   
Robert M. Kimmitt*      Director                                04/24/98
Robert M. Kimmitt                                                   Date
    
</TABLE>

                              *By Power of Attorney


                               By:/S/ MICHAEL T. WESTERMEYER
                                  --------------------------------
                                      Michael T. Westermeyer
                                        Attorney-in-Fact






                                    EXHIBITS

                                       TO

                     POST-EFFECTIVE AMENDMENT NO.    12    

                                       TO

                                    FORM S-6

                         ALLIANZ LIFE VARIABLE ACCOUNT A

               ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA






                                INDEX TO EXHIBITS



Exhibit                                                              Page
- -------                                                              ----
   
EX-99.A3a.  Principal Underwriter Agreement

EX-99.A13   Powers of Attorney

EX-99.B     Opinion and Consent of Counsel

EX-99.C     Consent of Actuary

EX-99.D     Independent Auditors' Consent
    


                                                        
                        PRINCIPAL UNDERWRITER'S AGREEMENT



     IT IS HEREBY AGREED by and between ALLIANZ LIFE INSURANCE  COMPANY OF NORTH
AMERICA  ("INSURANCE  COMPANY")  on  behalf  of NALAC  VARIABLE  ACCOUNT  A (the
"Variable Account") and NALAC FINANCIAL PLANS, LLC ("PRINCIPAL  UNDERWRITER") as
follows:


                                        I


     INSURANCE  COMPANY  proposes to issue and sell  Individual  Single  Premium
Variable  Life and  Flexible  Premium  Variable  Life  Insurance  Policies  (the
"Policies")  to  the  public  through  PRINCIPAL   UNDERWRITER.   The  PRINCIPAL
UNDERWRITER  agrees to provide sales service subject to the terms and conditions
hereof.  The Policies to be sold are more fully  described  in the  registration
statement  and the  prospectuses  hereinafter  mentioned.  Such Policies will be
issued by INSURANCE COMPANY through the Variable Account.


                                       II


     INSURANCE COMPANY grants PRINCIPAL  UNDERWRITER the exclusive right, during
the  term  of  this  Agreement,  subject  to  registration  requirements  of the
Securities Act of 1933 and the Investment Company Act of 1940 and the provisions
of the  Securities  Exchange Act of 1934, to be the  distributor of the Policies
issued  through  the  Variable  Account.  PRINCIPAL  UNDERWRITER  will  sell the
Policies  under such terms as set by INSURANCE  COMPANY and will make such sales
to purchasers permitted to buy such Policies as specified in the prospectus.


                                       III


     PRINCIPAL UNDERWRITER agrees that it shall undertake as its own expense, to
perform  all  duties  and  functions  which are  necessary  and  proper  for the
distribution of the Policies.


                                       IV


     PRINCIPAL  UNDERWRITER  shall be compensated for its distribution  services
with  respect  to the  Policies  covered  hereby  to the  extent  necessary  for
PRINCIPAL  UNDERWRITER to meet its  obligations  pursuant to selling  agreements
with approved broker/dealers.


                                        V


     On  behalf  of  the  Variable  Account,  INSURANCE  COMPANY  shall  furnish
PRINCIPAL UNDERWRITER with copies of all prospectuses,  financial statements and
other  documents  which  PRINCIPAL  UNDERWRITER  reasonably  requests for use in
connection  with the  distribution  of the  Policies.  INSURANCE  COMPANY  shall
provide to PRINCIPAL  UNDERWRITER such number of copies of the current effective
prospectus as PRINCIPAL UNDERWRITER shall request.


                                       VI


     PRINCIPAL UNDERWRITER is not authorized to give any information, or to make
any representations concerning the Policies or the Variable Account of INSURANCE
COMPANY  other than those  contained  in the current  registration  statement or
prospectus  filed with the  Securities  and  Exchange  Commission  or such sales
literature as may be authorized by INSURANCE COMPANY.


                                       VII


     Both  parties  to this  Agreement  agree to keep the  necessary  records as
indicated  by  applicable  state and  federal  law and to render  the  necessary
assistance  to one  another  for the  accurate  and timely  preparation  of such
records.


                                      VIII


     This Agreement shall be effective upon the execution hereof and will remain
in effect unless  terminated  as  hereinafter  provided.  This  Agreement  shall
automatically  be  terminated  in the  event  of  its  assignment  by  PRINCIPAL
UNDERWRITER.

     This Agreement may at any time be terminated by either party hereto upon 60
days' written notice to the other party.


                                       IX


     All  notices,   requests,  demands  and  other  communications  under  this
Agreement shall be in writing and shall be deemed to have been given on the date
of service if served  personally on the party to whom notice is to be given,  or
on the date of mailing if sent by First Class  Mail,  Registered  or  Certified,
postage prepaid and properly addressed.

     IN WITNESS  WHEREOF,  the parties hereto have caused this  instrument to be
signed on their behalf by their respective officers thereunto duly authorized.

     EXECUTED this 16th day of April, 1998.



                                             INSURANCE COMPANY

                                             ALLIANZ LIFE INSURANCE COMPANY OF
                                             NORTH AMERICA


                                             /s/ Lowell C. Anderson
                                         BY: _____________________________
                                             Lowell C. Anderson, President
         /s/Michael T. Westermeyer
ATTEST: _________________________________
        Michael T. Westermeyer, Secretary
          

                                         PRINCIPAL UNDERWRITER
  
                                         NALAC FINANCIAL PLANS, LLC


                                             /s/ Thomas B. Clifford
                                         BY: _____________________________
                                             Thomas B. Clifford, President
         /s/Michael T. Westermeyer
ATTEST: _________________________________
        Michael T. Westermeyer, Secretary


   
                            LIMITED POWER OF ATTORNEY

     KNOWN ALL MEN BY THESE  PRESENTS,  that I, Lowell C. Anderson,  Chairman of
the Board, President & Chief Executive Officer of Allianz Life Insurance Company
of North America  (Allianz Life), a corporation duly organized under the laws of
Minnesota,  do hereby appoint Michael T. Westermeyer,  as my attorney and agent,
for me, and in my name as  Chairman of the Board,  President  & Chief  Executive
Officer on behalf of Allianz Life, with full power to execute,  deliver and file
with  the  Securities  and  Exchange   Commission  all  documents  required  for
registration of a security under the Securities Act of 1933, as amended, and the
Investment Company Act of 1940, as amended, and to do and perform each and every
act that said attorney may deem necessary or advisable to comply with the intent
of aforesaid Acts.

         WITNESS my hand and seal this 3rd day of April 1998.


WITNESS

/s/ Mary Ann Lemke                              /s/ Lowell C. Anderson
- ---------------------------                     -----------------------------
                                                Lowell C. Anderson




                            LIMITED POWER OF ATTORNEY

     KNOWN ALL MEN BY THESE  PRESENTS,  that I,  Edward J.  Bonach,  Senior Vice
President and Chief Financial Officer of Allianz Life Insurance Company of North
America  (Allianz  Life),  a  corporation  duly  organized  under  the  laws  of
Minnesota, do hereby appoint Lowell C. Anderson and Michael T. Westermeyer, each
individually  as my  attorney  and agent,  for me, and in my name as Senior Vice
President and Chief Financial Officer on behalf of Allianz Life, with full power
to execute,  deliver and file with the  Securities  and Exchange  Commission all
documents  required for  registration  of a security under the Securities Act of
1933, as amended,  and the Investment Company Act of 1940, as amended, and to do
and  perform  each and  every  act that  said  attorney  may deem  necessary  or
advisable to comply with the intent of aforesaid Acts.

         WITNESS my hand and seal this 7th day of April 1998.


WITNESS

/s/ Mary Ann Lemke                              /s/ Edward J. Bonach
- ---------------------------                     -----------------------------
                                                Edward J. Bonach



                            LIMITED POWER OF ATTORNEY

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

         WITNESS my hand and seal this 6th day of April 1998.


WITNESS

/s/ Mary Ann Lemke                              /s/ Robert M. Kimmitt
- ---------------------------                     -----------------------------
                                                Robert M. Kimmitt
    


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

April 24, 1998

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


RE:  Opinion and Consent of Counsel
     Allianz Life Variable Account A

Dear Sir or Madam:

You have requested our Opinion of Counsel in connection with the filing with the
Securities  and Exchange  Commission  pursuant to the Securities Act of 1933, as
amended,  of a Registration  Statement on Form S-6 for the  Individual  Flexible
Premium Variable Life Insurance  Policies to be issued by Allianz Life Insurance
Company of North America and its separate account, Allianz Life Variable Account
A.

We are of the following opinions:

1.  Allianz Life Variable  Account A is a unit investment  trust as that term is
    defined in Section 4(2) of the  Investment  Company Act of 1940 (the "Act"),
    and is currently  registered  with the Securities  and Exchange  Commission,
    pursuant to Section 8(a) of the Act.

2.  Upon the acceptance of premium payments made by a Policy Owner pursuant to a
    Policy  issued  in  accordance   with  the   Prospectus   contained  in  the
    Registration  Statement  and upon  compliance  with  applicable  law, such a
    Policy  Owner  will  have  a  legally-issued,   fully-paid,   non-assessable
    contractual interest under such Policy.

You  may  use  this  opinion  letter,  or  copy  hereof,  as an  exhibit  to the
Registration Statement.

We  consent to the  reference  to our Firm under the  caption  "Legal  Opinions"
contained in the Prospectus which forms a part of the Registration Statement.

Sincerely,

BLAZZARD, GRODD & HASENAUER, P.C.

By:/S/LYNN KORMAN STONE
   -------------------------------
      Lynn Korman Stone


Allianz Life Insurance Company of North America         [Allianz Logo]


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

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

April 29, 1998


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




                               CONSENT OF ACTUARY


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

Sincerely,



/s/Jack L. Baumer

Jack L. Baumer, FSA, MAAA

JLB:rar


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




                          Independent Auditors' Consent


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

We consent to the use of our report,  dated  January 30, 1998,  on the financial
statements of Allianz Life Variable  Account A and our report dated  February 4,
1998, on the consolidated financial statements of Allianz Life Insurance Company
of North America and  subsidiaries  included  herein and to the reference to our
Firm under the heading "EXPERTS".



                                       KPMG Peat Marwick LLP




Minneapolis, Minnesota
April 24, 1998


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