ALLIANZ LIFE VARIABLE ACCOUNT A
485BPOS, 1998-04-29
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                                                    Registration Nos. 33-15464
==============================================================================

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                     POST-EFFECTIVE AMENDMENT NO.    19    

                                       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 Single 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>

<S>          <C>
N-8B-2 Item  Caption in Prospectus

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
</TABLE>

                  CROSS REFERENCE TO ITEMS REQUIRED (cont'd)
                                 BY FORM N-8B-2

<TABLE>
<CAPTION>

<S>          <C>
N-8B-2 Item  Caption in Prospectus

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
</TABLE>


                  CROSS REFERENCE TO ITEMS REQUIRED (cont'd)
                                 BY FORM N-8B-2

<TABLE>
<CAPTION>

<S>          <C>
N-8B-2 Item  Caption in Prospectus

49           Not Applicable

50           Not Applicable

51           The Company

52           Franklin Valuemark Funds

53           Tax Status

54           Financial Statements

55           Not Applicable
</TABLE>

 

                  SINGLE-PREMIUM VARIABLE LIFE INSURANCE POLICY


Issued By:
Allianz Life Insurance Company
 of North America
1750 Hennepin Avenue
Minneapolis, MN 55403
(800) 542-5427

Administered By:
Valuemark Service Center
300 Berwyn Park, P.O. Box 3031
Berwyn, PA 19312
(800) 624-0197

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

   
Upon  acceptance,  premiums will be allocated to Allianz Life Variable Account A
("Variable  Account"),  a separate account of the Company.  The Variable Account
invests in shares of  Franklin  Valuemark  Funds (the  "Trust").  The  following
Portfolios  are  available:  the Capital  Growth  Fund,  the Global  Health Care
Securities  Fund, the Global  Utilities  Securities  Fund, the Growth and Income
Fund, the High Income Fund, the Income  Securities  Fund, the Money Market Fund,
the Mutual  Discovery  Securities  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  International  Smaller Companies Fund, the Templeton
Pacific Growth Fund, the U.S.  Government  Securities Fund, the Value Securities
Fund and the Zero Coupon Funds - 2000, 2005, and 2010. Prior to May 1, 1998, the
Global  Utilities  Securities  Fund was known as the  Utility  Equity  Fund.  IN
CALIFORNIA, THE GLOBAL HEALTH CARE SECURITIES FUND AND THE VALUE SECURITIES FUND
ARE NOT AVAILABLE UNTIL APPROVED BY THE CALIFORNIA INSURANCE DEPARTMENT.  (CHECK
WITH YOUR REGISTERED  REPRESENTATIVE  REGARDING  AVAILABILITY.) See "Highlights"
and  "Federal Tax Status" for a discussion  of owner  control of the  underlying
investments in a variable life policy.
    

It may not be  advantageous  to purchase the Policy as a replacement for another
type of life insurance.

   
The Policy's single-premium requirement is such that Policies issued on or after
June 21, 1988 are modified endowment contracts. However, if the Policy is funded
by an exchange  under IRC Section 1035 and the previous  Policy was issued prior
to June 21, 1988,  then the Policy may not be deemed to be a modified  endowment
contract.  Loan proceeds and/or surrenders from modified endowment contracts are
fully  taxable  to the  extent of income in the  Policy and may be subject to an
additional 10% federal income tax penalty. (See "Federal Tax Status.")
    

The  Company  assesses a sales load  through the  Deferred  Issue  Charge.  (See
"Deductions and Charges".)

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. In the State of Oregon,  all references to "Franklin
Valuemark(R) Life" refer to "Valuemark Life."

   
Dated: May 1, 1998


Table of Contents                                    Page
DEFINITIONS ......................................    3
SUMMARY ..........................................    3
THE COMPANY ......................................    5
THE VARIABLE ACCOUNT .............................    6
FRANKLIN VALUEMARK FUNDS .........................    6
 General .........................................    7
 Substitution of Securities ......................    7
PREMIUM PAYMENTS .................................    7
 Single-Premium ..................................    7
 Grace Period ....................................    7
 Reinstatement ...................................    7
 Allocation of Premium ...........................    8
DEDUCTIONS AND CHARGES ...........................    8
 Mortality and Expense Risk Charge ...............    8
 Administrative Charge ...........................    8
 Cost of Insurance ...............................    8
 Deferred Issue Charge ...........................    9
 Income Tax Charge ...............................    9
 Transfer Fee ....................................    9
 Trust Annual Expenses ...........................   10
DEATH BENEFIT ....................................   11
 Death Benefit ...................................   11
 Variable Insurance Amount ......................    11
 Guaranteed Death Benefit ........................   11
POLICY VALUE, CASH SURRENDER
 VALUE AND TRANSFER RIGHTS .......................   11
 Policy Value ....................................   11
 Method of Determining
  Policy Sub-Account Values ......................   11
 Cash Surrender Value ............................   11
 Transfer Rights .................................   12
LOAN PROVISIONS ..................................   12
 Policy Loan .....................................   12
 Effect of a Loan ................................   12
 Payment of Interest, Loan Repayment
  and Policy Lapsation ...........................   13
OWNERSHIP ........................................   13
 Owner ...........................................   13
 Transfer of Ownership ...........................   13
 Assignment ......................................   13

BENEFICIARY PROVISIONS ...........................   13
 Beneficiary .....................................   13
 Change of Beneficiary ...........................   13
 Death of Beneficiary ............................   14
DELAY OF PAYMENTS ................................   14
MANAGEMENT OF THE COMPANY ........................   14
ADMINISTRATION OF THE POLICIES ...................   15
FEDERAL TAX STATUS ...............................   15
 Introduction ....................................   15
 Diversification .................................   15
 Tax Treatment of the Policy .....................   16
 Policy Proceeds .................................   16
 Tax Treatment of Loans and Surrenders ...........   16
 Multiple Policies ...............................   17
 Tax Treatment of Assignments.....................   17
 Qualified Plans .................................   17
VARIABLE ACCOUNT VOTING
 PRIVILEGES ......................................   18
 Disregard of Voting Instructions ................   18
DISTRIBUTION OF THE POLICY .......................   18
REPORTS TO OWNERS ................................   18
LEGAL PROCEEDINGS ................................   19
EXPERTS ..........................................   19
LEGAL OPINIONS ...................................   19
FINANCIAL STATEMENTS .............................   19
APPENDIX A
 Illustration of Policy Values ...................  109
APPENDIX B
 Table of Net Single-Premium Factors .............  116
    


<PAGE>


Definitions
       
ATTAINED AGE - Age last birthday as of the most recent Policy Anniversary.

BENEFICIARY, CONTINGENT BENEFICIARY - The person or persons who will receive any
death benefit. The Contingent  Beneficiary,  if any, will become the Beneficiary
should the Beneficiary die prior to the date of death of the Insured.

   
CASH SURRENDER VALUE - The Policy Value less the sum of the uncollected  portion
of any Deductions or accrued Deductions and any Indebtedness.
    

DEDUCTIONS - Charges levied by the Company in connection with the Policy.

   
ELIGIBLE PORTFOLIOS - Those investments  available under the Policy (referred to
in the Policy as "Eligible Funds").
    

GENERAL ACCOUNT - The general  investment  account of the Company which contains
all of the Company's assets,  except for the Variable Account and other separate
accounts.

   
GUARANTEED DEATH BENEFIT - The Company guarantees that the Policy will remain in
force regardless of investment  experience,  unless the Indebtedness exceeds the
Policy  Value less  uncollected  Deductions.  If there is no  Indebtedness,  the
Policy cannot lapse even if the Policy Value is $0.
    

INDEBTEDNESS - The amount of any existing Policy loans plus the pro-rata portion
of any accrued interest.

INSURED - The person whose life is covered by the Policy.

ISSUE AGE - Attained Age on the Policy Date.

ISSUE DATE - The month,  day and year that  underwriting  is  completed  and the
Company issues the Policy.

   
LOAN  ACCOUNT - That portion of the  Company's  General  Account  that  contains
Policy Values attributable to Policy loans.
    

OWNER, JOINT OWNER, CONTINGENT OWNER - The Owner is the person having all rights
under the  Policy.  Joint  Owners are two or more  natural  persons  who own the
Policy equally with a right of survivorship.  The Contingent Owner is the person
or persons who will own the Policy following the Owner's death or upon the death
of all the Joint Owners.

POLICY DATE - The date when the Insured's life is covered under the Policy.

POLICY  PROCESSING  DATE - The Policy  Date and the same day of the month as the
Policy  Date at the end of each  successive  3-month  period,  (or,  if that day
should fall on a day beyond the end of any month, then the first day of the next
month).  The Policy  Processing  Date is when the  Company  deducts  charges and
recalculates the death benefit.

POLICY  PROCESSING PERIOD - A period of time commencing on any Policy Processing
Date and ending on the day preceding the next Policy Processing Date.

   
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.

POLICY  VALUE  (referred  to in the Policy as "Account  Value") - The sum of the
Policy Sub-Account values and the Loan Account value attributable to the Policy.
    

POLICY  YEAR,  POLICY  ANNIVERSARY  - The first Policy Year starts on the Policy
Date.  Future  Policy  Years start on the same month and day in each  subsequent
year, known as a Policy Anniversary.

SERVICE OFFICE - The Company's Valuemark Service Center shown on the cover page.
       
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 is a single-premium  variable life insurance policy. Upon acceptance,
the premium is allocated to the Variable  Account.  During the Free-Look Period,
the premium will be allocated to the Money Market  Sub-Account  (see  "Free-Look
Period").

   
The  Policy  provides  life  insurance  coverage  on the  Insured.  The  Company
guarantees  that the  Policy  will  remain  in force  regardless  of  investment
experience,  unless  Indebtedness  exceeds the Policy Value less the uncollected
Deductions.  If there is no  Indebtedness,  the Policy  cannot lapse even if the
Policy Value is $0.

While the Policy is in force, the Policy Value and, under certain circumstances,
the death  benefit,  will vary with the  investment  experience  of the Variable
Account.  However,  as long as the Policy is in force  without  loan,  the death
benefit will never be less than the face amount of insurance at issue.
    

During the life of the Insured,  the Owner can surrender the Policy for the Cash
Surrender  Value.  The Company does not  guarantee  any minimum  Cash  Surrender
Value.

   
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 (the
"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.  For a further  discussion,
see "Federal Tax Status - Tax Treatment of the Policy."
    

Limitations on Surrenders and Loans

The Code alters the tax  treatment  accorded to loans and certain  distributions
from  life  insurance  policies  which  are  deemed  to be  "modified  endowment
contracts."

   
The Policy's single-premium requirement is such that Policies issued on or after
June 21, 1988 are modified endowment contracts. However, if the Policy is funded
by an exchange  under IRC Section 1035 and the previous  Policy was issued prior
to June 21, 1988,  then the Policy may not be deemed to be a modified  endowment
contract.

For  modified  endowment  contracts,  partial  or full  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 will also be
subject to an additional 10% federal  income tax penalty  applied to the income.
The penalty shall not, however, apply to any distribution:  (1) made on or after
the date on which the taxpayer  reaches age 591/2;  (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.  Policy Owners should consult a tax adviser  regarding the
possible tax  consequences  of loans  and/or  surrenders  from the Policy.  (See
"Federal Tax Status - Tax Treatment of Loans and Surrenders.")
    

The Code further provides that multiple modified  endowment  contracts which are
issued  within a calendar year period to the same policy 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.

For Policies issued prior to June 21, 1988, material  modification of the Policy
may result in the Policy being deemed to be a modified endowment contract.

   
Policy  Owners  should  seek  competent  tax advice on the tax  consequences  of
purchasing additional Policies, taking loans, surrendering any Policy issued, or
making any material modification to their Policies. (See "Federal Tax Status".)

The cost of  insurance  charge is based  upon the  Commissioners  1980  standard
ordinary  male and female,  smoker and  non-smoker  mortality  tables ("1980 CSO
Table").  The maximum rate is 100% of the 1980 CSO Table and the current rate is
approximately  75% of the 1980 CSO  Table.  Until  the  Massachusetts  Insurance
Department  approves a new  application,  different  rates may apply to policies
issued in Massachusetts if simplified/jet underwriting is utilized.
    

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
investment  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 the assets of the Variable Account and
the Policy Value. These Deductions are made for mortality and expense risks, for
premium taxes, for Policy issue costs, for  administrative  expenses,  for sales
charges and for providing life insurance protection.

Mortality  and Expense  Risk  Charge - This risk  charge is equal,  on an annual
basis,  to 0.60% of the average daily net assets of each Policy  Sub-Account and
is deducted on each Valuation Date from the Policy Sub-Account.

Administrative  Charge - This charge is equal,  on an annual basis,  to 0.15% of
the average daily net assets of each Policy  Sub-Account and is deducted on each
Valuation Date from the Policy Sub-Account.

Deferred Issue Charge - When the  single-premium  is received by the Company,  a
Deferred  Issue  Charge  is  accrued.  It is  for  premium  taxes  (2.5%  of the
single-premium),  sales  charge  (4.0% of the  single-premium)  and Policy issue
charge  (0.5%  of the  single-premium).  For  Policies  issued  in the  state of
California  only,  the Deferred  Issue Charge is for premium taxes (2.35% of the
single-premium);  sales charge (4.15% of the  single-premium);  and Policy issue
charge (0.5% of the single-premium). This charge is deducted in ten equal annual
deductions on succeeding Policy Anniversaries for the first ten Policy Years. If
the Policy is surrendered  before the full amount is deducted,  the  uncollected
portion of this charge will be deducted from the Policy Value.

Cost of Insurance - On each Policy Processing Date, the Company deducts from the
Policy Value the cost of insurance for the past Policy Processing  Period.  This
charge provides death benefit protection for the period.

Transfer Fee - Under certain circumstances, there may be assessed a transfer fee
when an Owner  transfers  values  from one Policy  Sub-Account  to another  (see
"Transfer Fee").

Trust Annual Expenses - The Managers and Portfolio  Administrators for the Trust
are paid fees for their services based upon each  Portfolio's  net assets.  (See
"Deductions  and Charges - Trust  Annual  Expenses" in this  Prospectus  and the
Prospectus for the Trust.)
    

Surrenders

   
The Owner may  surrender  the Policy for its Cash  Surrender  Value at any time.
(See "Policy Value, Cash Surrender Value and Transfer Rights.")
    

Free-Look Period

   
The Policy may be returned  within 10 days after it is received (or for a longer
period in states where required) ("Free-Look Period"). In states where required,
the  Policy  may be  returned  on the  later  of 45 days  from  the  date on the
application or 10 days from the date of receipt of the Policy.  It can be mailed
or  delivered  to either  the  Company  or the agent who sold it.  Return of the
Policy by mail is effective on being postmarked,  properly addressed and postage
prepaid.  The returned Policy will be treated as if the Company had never issued
it. The Company will  promptly  refund the greater of the Policy Value as of the
date the Company  received the Policy or the premium paid. Any amounts  refunded
by the  Company  will  include all Policy fees and  charges,  including  charges
assessed against the Variable  Account assets.  The Company will allocate monies
to the Money Market  Sub-Account  until the expiration of the Free-Look  Period.
Upon the expiration of the Free-Look Period, the Policy Sub-Account value of the
Money  Market  Sub-Account  will be allocated  to the Policy  Sub-Account(s)  in
accordance with the selection made by the Owner.
    

Exchange Provisions

The Policy may be exchanged for a policy with benefits that do not vary with the
investment results of a separate account. The exchange must be elected within 24
months from the Issue Date. No evidence of insurability will be required as long
as the  benefits  under the new  policy  are equal to or less than the  benefits
under the Policy at the time of exchange.

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.

Administration  for the Policy is  provided  at the  Company's  Service  Office:
Valuemark Service Center, 300 Berwyn Park, P.O. Box 3031,  Berwyn,  Pennsylvania
19312, (800) 624-0197.

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 Portfolio of Franklin Valuemark Funds.
    

Franklin Valuemark Funds
- --------------------------------------------------------------------------------

   
Each of the Policy  Sub-Accounts  of the Variable  Account is invested solely in
the shares of one of the Portfolios of Franklin  Valuemark Funds ("Trust").  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 accompanying  prospectus for the Trust, which is included
with this Prospectus. IN CALIFORNIA,  THE GLOBAL HEALTH CARE SECURITIES FUND AND
THE VALUE  SECURITIES  FUND ARE NOT AVAILABLE  UNTIL  APPROVED BY THE CALIFORNIA
INSURANCE  DEPARTMENT.  (CHECK  WITH YOUR  REGISTERED  REPRESENTATIVE  REGARDING
AVAILABILITY.)
    

PURCHASERS  SHOULD READ THIS PROSPECTUS AND THE ACCOMPANYING  PROSPECTUS FOR THE
TRUST CAREFULLY BEFORE INVESTING.

   
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),
Templeton Global Advisors Limited (TGA), and Templeton Investment Counsel,  Inc.
(TIC). Certain managers have retained one or more affiliated subadvisers.

The following is a list of the Portfolios available under the Policy:
<TABLE>
<CAPTION>
Available                                     Investment
Portfolios                                     Managers
- -----------------------------------------------------------------------------
<S>                                               <C>
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
 Zero Coupon Funds -
  2000, 2005, 2010 ..........................     FA

PORTFOLIOS SEEKING
 GROWTH AND INCOME
 Global Utilities Securities Fund
  (formerly, Utility Equity Fund) ...........     FA
 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
 Value Securities Fund ......................     FAS

PORTFOLIOS SEEKING
 CAPITAL GROWTH
 Capital Growth Fund ........................     FA
 Global Health Care Securities Fund .........     FA
 Mutual Discovery Securities Fund ...........     FMA
 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 International Smaller
  Companies Fund ............................     TIC
 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  Values
allocated to a Policy Sub-Account.

Additional  Portfolios and/or additional  Eligible  Portfolios 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 (See "Premium Payments - Allocation
of Premium").
    

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


Single-Premium
   
The  single-premium  is due on the Policy  Date.  Before  the  Policy  will take
effect,  the  application and the premium must be in good order as determined by
the Company's administrative rules. The minimum single-premium which the Company
will accept is $20,000.  Neither the Variable  Account nor the Trust is designed
for professional market timing  organizations,  other entities, or persons using
programmed, large or frequent transfers.
    

Grace Period

   
The Policy will lapse if the total  Indebtedness  exceeds the Policy  Value less
the uncollected Deductions. If there is no Indebtedness, the Policy cannot lapse
even if the Policy Value equals $0. If the Policy  lapses,  a grace period of 31
days  shall be  allowed  for the  Owner to repay  the loan by at least an amount
which provides  sufficient  Cash Surrender Value to keep the Policy in force for
three Policy Processing  Periods.  If such loan repayment is not made by the end
of the grace  period,  the Policy will lapse and all  coverage  under the Policy
will terminate  without  value.  The Company will mail the notice that the grace
period is in effect to the Owner and any  assignee  of record to the last  known
addresses.  The Policy will  continue in force during the grace  period.  If the
Insured  dies  during  the grace  period,  the death  benefit  will be the death
benefit in effect  immediately  prior to the start of the grace  period less any
accrued Deductions and less any Indebtedness.
    

Reinstatement

Subject to the following  conditions,  the Policy may be  reinstated  during the
lifetime of the Insured,  unless it was surrendered  for cash. The  requirements
for reinstatement are:

1.  the  Service  Office  must  receive  a  properly  executed  application  for
reinstatement;

2. evidence of insurability satisfactory to the Company must be submitted;

3. a minimum  premium  sufficient  to keep the Policy in force for three  Policy
Processing Periods must be paid; and

4. any Indebtedness must be paid.

The Policy Date of a reinstated  Policy will be the Policy Processing Date on or
next following the date the Company approves the reinstatement application.

For those states that allow it, the suicide and incontestability provisions will
apply  from  the  Policy  Date of  reinstatement.  Otherwise,  the  suicide  and
incontestability provisions will only apply from the initial Policy Date. If the
Policy has been in force for two years during the  lifetime of the  Insured,  it
will be contestable only as to statements made in the reinstatement application.

Allocation of Premium

   
The  premium  is  allocated  to one or more of the  Policy  Sub-Accounts  of the
Variable Account.  During the Free-Look Period,  the single-premium is allocated
to the Money Market Sub-Account.

At the end of the Free-Look Period, the Policy Value 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  allocations  that an Owner can have at any one time.  Currently,  the
Owner may be invested in up to ten Policy Sub-Accounts initially, and at any one
time throughout the life of the policy.
    

Deductions and Charges

The 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 equal,  on an annual
basis, to 0.60% of the average daily net assets of the 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 Policies and the Variable
Account. The Company expects to profit from this charge.
    

Administrative Charge

   
The Company  deducts an  Administrative  Charge from each Policy  Sub-Account on
each Valuation  Date. This risk charge is equal, on an annual basis, to 0.15% of
the average daily net assets of the Policy  Sub-Account.  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 Policy 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.
    

Cost of Insurance

   
On each Policy  Processing  Date,  the Company  deducts a charge for the Cost of
Insurance for the past Policy  Processing  Period.  This charge is deducted from
the Policy Value and provides death benefit protection for the Policy Processing
Period.

This charge is deducted from each Policy Sub-Account in the same proportion that
the Policy Value in the Policy Sub-Account bears to the non-loaned Policy Value.
The current cost of insurance for a Policy Processing Period is:
    

1. the current cost of insurance rate, multiplied by

2. the net amount at risk for the Policy Processing Period.

The Company  intends to use a current cost of insurance rate which may vary from
time to  time.  The  current  rate  is  approximately  75% of the  Commissioners
Standard 1980 Ordinary Male and Female,  Smoker and Non-smoker  Mortality Tables
("1980 CSO Table"). The current rate varies according to the age of the Insured.
The cost of insurance rate will never be more than the  guaranteed  maximum cost
of insurance rates.  The guaranteed  maximum cost of insurance rates vary by sex
(in states where permitted), Attained Age and underwriting class. The guaranteed
maximum cost of insurance  rates are shown in the Policy  Schedule and are equal
to 100% of the 1980 CSO Table.  Owners will be notified of any change,  prior to
implementation, in the current rates to be charged.

   
In  Massachusetts,  the cost of  insurance  rates may be  higher if a  different
method  of  underwriting  is  used  (jet/simplified)   until  the  Massachusetts
Insurance Department approves a new application.
    

The net amount at risk is approximately equal to the death benefit minus the sum
of the Cash  Surrender  Value and the Loan  Account  Value  attributable  to the
Policy.

Insurance  underwriting is designed to group  applicants of the same age and sex
(in states  where  permitted)  into  classifications  which can be  expected  to
produce mortality  experience  consistent with the actuarial  structure for that
class.

Deferred Issue Charge

   
When the  single-premium is received at the Company,  a Deferred Issue Charge of
7% is accrued. The Company deducts this charge in ten equal annual deductions of
..7% on succeeding  Policy  Anniversaries  for the first ten Policy Years. If the
Owner surrenders the Policy before the full amount is deducted,  the uncollected
portion of this charge is deducted  from the Policy  Value.  The Deferred  Issue
Charge is for premium taxes (2.5% of the single-premium);  sales charge (4.0% of
the single-premium); and Policy issue charge (0.5% of the single-premium), which
equals a total deferred  issue charge of 7.0%. For policies  issued in the state
of California only, the Deferred Issue Charge is for premium taxes (2.35% of the
single-premium);  sales charge (4.15% of the  single-premium);  and Policy issue
charge (0.5% of the single-premium),  which equals a total deferred issue charge
of 7.0%.

Premium  Taxes - Most  states  and  certain  jurisdictions,  such as cities  and
counties,  tax premium payments.  Premium taxes vary from state to state and are
generally  in the range of 2% to 3%.  This  charge does not apply in states that
have no premium tax.
    

Sales Charge - This sales charge reimburses the Company for expenses incurred in
connection with the promotion,  sale and distribution of the Policy. This charge
from the single-premium is not expected to cover the distribution  costs. To the
extent that this charge is insufficient  to cover the  distribution  costs,  the
Company  may make up the  difference  from the  general  assets  of the  Company
including the profit it expects from the Mortality and Expense Risk Charge.

Policy  Issue  Charge - This  charge is  designed  to cover  the  administrative
expenses  incurred in connection  with issuing a Policy.  Such expenses  include
initial underwriting review, medical examinations, inspection reports, attending
physicians'  statements,  insurance  underwriting  costs, Policy issuance costs,
establishing permanent Policy records, preparation of illustrations, preparation
of riders and the initial confirmation of the transaction.

Income Tax Charge

   
The Company does not  currently  assess any charge for income taxes  incurred by
the  Company as a result of the  operations  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.
    

Transfer Fee


Currently,  the Company  permits  twelve  transfers  per Policy Year without the
imposition  of any charge.  For  transfers  in excess of that number the Company
currently charges $25 per transfer (or 2% of the amount  transferred,  if less).
The transfer  fee at any given time will not be set at a level  greater than its
cost and will contain no element of profit. 


<TABLE>
<CAPTION>

Trust 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 except for  Portfolios  with fee waivers or newer  Portfolios  without a full year of operations as of December 31, 1997 (see
explanatory footnotes below).


                                                                              Management
                                                                            and Portfolio        Other      Total Annual
                                                                        Administration Fees1   Expenses       Expenses
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                             <C>             <C>             <C>
Capital Growth Fund ...................................................         .75%            .02%            .77%
Global Health Care Securities Fund2 ...................................         .75%            .11%            .86%
Global Utilities Securities Fund3 .....................................         .47%            .03%            .50%
Growth and Income Fund ................................................         .47%            .02%            .49%
High Income Fund ......................................................         .50%            .03%            .53%
Income Securities Fund ................................................         .47%            .03%            .50%
Money Market Fund4 ....................................................         .51%            .02%            .53%
Mutual Discovery Securities Fund ......................................         .80%            .26%           1.06%
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 International Smaller Companies Fund ........................         .85%            .21%           1.06%
Templeton Pacific Growth Fund .........................................         .92%            .11%           1.03%
U.S. Government Securities Fund .......................................         .48%            .02%            .50%
Value Securities Fund2 ................................................         .75%            .06%            .81%
Zero Coupon Fund - 20005 ..............................................         .37%            .03%            .40%
Zero Coupon Fund - 20055 ..............................................         .37%            .03%            .40%
Zero Coupon Fund - 20105 ..............................................         .37%            .03%            .40%
<FN>
1The Portfolio  Administration Fee is a direct expense for the Global Health Care Securities Fund, the Mutual Discovery Securities
Fund, the Mutual Shares Securities Fund, the Templeton Global Asset Allocation Fund, the Templeton International Smaller Companies
Fund, and the Value Securities Fund;  other  Portfolios pay for similar  services  indirectly  through the Management Fee. See the
Franklin Valuemark Funds prospectus for further information regarding these fees.

2The Global Health Care Securities Fund and the Value  Securities Fund commenced  operations May 1, 1998. The expenses shown above
for these Portfolios are therefore estimated for 1998.

3Prior to May 1, 1998, the Global Utilities Securities Fund was known as the Utility Equity Fund.

4Franklin  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.

5Although not obligated to,  Franklin  Advisers,  Inc. has agreed in advance to waive a portion of its Management  Fees and to pay
certain  expenses of the three Zero Coupon Funds through at least December 31, 1998 so that the total expenses of each Zero Coupon
Fund will not exceed 0.40% of each  Portfolio's  net assets.  Absent the management  fee waivers,  for the year ended December 31,
1997, the Total Annual Expenses and Management and Portfolio  Administration  Fees would have been as follows:  Zero Coupon Fund -
2000, .63% and .60%;  Zero Coupon Fund - 2005,  .65% and .62%; and Zero Coupon Fund - 2010,  .65% and .62%.  There were no expense
reimbursements during 1997 for the Zero Coupon Funds. 
</FN> 
</TABLE>
    

Death Benefit
- --------------------------------------------------------------------------------

Death Benefit

   
The death  benefit is the  greater of the face  amount at the Policy Date or the
variable  insurance  amount as of the date the Service Office  receives proof of
death of the Insured.  The death  benefit will be paid to the  Beneficiary  upon
receipt of due proof of the  Insured's  death.  The amount  payable  will be the
death  benefit  reduced by any  Indebtedness  and any  accrued  Deductions,  and
increased  by  amounts  due from  riders.  Payment of the death  benefit  may be
delayed  pending  receipt of any  applicable  tax  consents  and/or forms from a
state.
    

Variable Insurance Amount

   
The  variable  insurance  amount on the  Policy  Date  equals  the face  amount.
Thereafter,  the  variable  insurance  amount will be the Policy  Value less the
uncollected  Deductions  multiplied  by the net  single-premium  factor  for the
Insured's  Attained  Age and sex (in states  where  permitted)  as of such date.
Appendix B is a Table of Net  Single-Premium  Factors which is also contained in
the Policy.

The amount of insurance purchased by $1.00 decreases with the age of an Insured.
Therefore, the death benefit under such a Policy will decrease unless the Policy
Value has increased during the period.  Therefore,  when divided into the Policy
Value,  it will reduce the death  benefit  under such a Policy unless the Policy
Value has  increased at a greater rate than the increase in the  applicable  net
single-premium factor.
    

Guaranteed Death Benefit

   
If there is no  Indebtedness  under the  Policy,  it will not lapse  even if the
Policy Value is $0. The Policy will terminate without value, as described in the
Grace Period provision, if Indebtedness on the Policy is greater than the Policy
Value less the uncollected Deductions.
    

Policy Value, Cash Surrender Value
and Transfer Rights
- --------------------------------------------------------------------------------

Policy Value

   
On any  Valuation  Date,  the  Policy  Value is  equal to the sum of the  Policy
Sub-Account values and the Loan Account attributable to 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 Portfolios 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. total value of the net assets in the Policy Sub-Account; minus
    

2. the daily charge for assuming the mortality and expense risks; minus

3. the daily charge for administrative expenses; 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 Surrender Value

   
The Policy may be  surrendered  for its Cash  Surrender  Value by  submitting  a
written request to the Service Office.  The Cash Surrender Value is equal to the
Policy Value less the sum of:
    

1. the uncollected portion of any Deductions or accrued Deductions; and

2. any Indebtedness.

Surrendering the Policy will cancel it. There are no partial  surrenders allowed
under the Policy.

   
This Policy is considered to be a modified  endowment  contract  under the Code.
However,  if the Policy is funded by an exchange  under IRC Section 1035 and the
previous  policy was issued prior to June 21,  1988,  then the Policy may not be
deemed to be a modified endowment contract. Surrender payments are fully taxable
to the  extent  of  income  in the  Policy  and may  further  be  subject  to an
additional  10% tax  penalty.  The  penalty  shall not  apply,  however,  to any
distribution:  (a) made on or after the date on which the  taxpayer  reaches age
591/2; (b) which is attributable to the taxpayer  becoming  disabled (within the
meaning of Section  72(m)(7)  of the Code);  or (c) 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 or her beneficiary.
    

Transfer Rights

   
The Owner may transfer by telephone or written request  non-loaned Policy Values
among the Policy Sub-Accounts subject to the following:

1. the minimum value that may be transferred from any Policy Sub-Account is $500
(or the total value if it is less than $500);

2. the deduction  from the Policy Value of any transfer fee that the Company may
assess. The Company currently allows twelve (12) free transfers per Policy Year.
For  additional  transfers  there  is a $25  transfer  fee (or 2% of the  amount
transferred, if less);
    

3. any limit on the number of  transfers  per Policy  Year that the  Company may
impose. Currently the only limits are as set out in 2 above.

   
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.  Policies  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 managers'  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 transactions.

Loan Provisions
- --------------------------------------------------------------------------------

Policy Loan

The Owner may borrow money from the Company  while the Policy is in effect.  The
Policy will be the only  security  the Company will require for the Policy loan.
The minimum loan amount is $1,000 where permitted by state law. The maximum loan
value  is 90% of the Cash  Surrender  Value.  The  Company  calculates  the Cash
Surrender  Value as of the end of the  Valuation  Period  during  which the loan
request is received in good order at the Service Office.  Any existing loan will
be added to the new loan to determine the total loan.

   
This Policy is considered to be a modified  endowment  contract  under the Code.
However,  if the Policy is funded by an exchange  under IRC Section 1035 and the
previous  Policy was issued prior to June 21,  1988,  then the Policy may not be
deemed to be a modified endowment  contract.  Loan payments are fully taxable to
the extent of income in the Policy and may  further be subject to an  additional
10% tax penalty. The penalty shall not apply, however, to any distribution:  (a)
made on or after the date on which the taxpayer  reaches age 591/2; (b) which is
attributable to the taxpayer  becoming  disabled  (within the meaning of Section
72(m)(7) of the Code); or (c) 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 or her beneficiary.
    

The Code also 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 tax consequences 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 policies.  Owners should
consult a tax  adviser  prior to  purchasing  more than one  modified  endowment
contract in any calendar year period.

Effect of a Loan

   
A Policy loan will result in  valuation  units  being  redeemed  from the Policy
Sub-Accounts and the proceeds being transferred to the Loan Account. The Company
will pay  interest on the Loan  Account at an annual rate of 4.0%.  If the Owner
does not specify from which Policy  Sub-Account(s)  the loan is to be made,  the
loan will be made from the Policy  Sub-Accounts  in the same  proportion  as the
value in each Policy  Sub-Account bears to the non-loaned Policy Value. A Policy
loan, whether or not repaid,  will have a permanent effect on the death benefits
and Policy  values,  because the amount of the Policy loan will not share in the
investment results of the Policy Sub-Accounts in which it had been invested.  If
not repaid,  the Policy  loan will  reduce the amount of death  benefit and Cash
Surrender Value.
    

Payment of Interest, Loan Repayment
and Policy Lapsation

   
The interest rate for a Policy loan is 4.75%  annually.  The interest is payable
in arrears on each Policy  Anniversary  for the past Policy Year. If interest is
not paid when it is due,  it will be added to the Policy  loan and  charged  the
same interest rate as the Policy loan. The additional  interest will be deducted
from the Policy  Sub-Accounts  in the  proportion  that the value of each Policy
Sub-Account bears to the non-loaned Policy Value.

An Owner may repay all or part of the Policy  loan at any time while the Insured
is living. The minimum  permissible amount of repayment is $1,000. The repayment
will be  transferred  from  the  Loan  Account  to the  Policy  Sub-Accounts  in
accordance with the Owner's instructions. If no such instructions are on record,
the repayment will be allocated in the proportion  that the value of each Policy
Sub-Account bears to the non-loaned Policy Value as of the date of repayment.

If the  Indebtedness  exceeds the Policy Value less the uncollected  Deductions,
the Company will  terminate the Policy.  The Company will not do this,  however,
until 31 days after it mails  notice of intent to  terminate.  The Company  will
notify, at the last known address,  the Owner and anyone who holds the Policy as
collateral.
    

Ownership
- --------------------------------------------------------------------------------

Owner

   
The Policy is available  to Owners age 30 to 80 if the Owner is the Insured.  If
the Owner is not the Insured,  the Owner must be age 21 or older and the Insured
must be age 30 to 80. However,  Allianz Life may, at its sole discretion,  waive
the age  requirement  and issue Policies with the age of the Insured being other
than those stated. The Owner, any Joint Owner and any Contingent Owner are named
in the  application.  If more than one  person  is named as Owner or  Contingent
Owner and the designation does not state otherwise,  the Company will treat such
persons as Joint Owners with rights of  survivorship.  Any  designations  may be
changed by the Owner.
    

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 Service Office; and

2. any irrevocably named Beneficiary.

If the Owner dies, the Owner's rights will pass to any surviving Joint Owner(s);
otherwise  to any  Contingent  Owner(s)  then  alive;  otherwise  to the Owner's
estate.

Transfer of Ownership

While the Insured is living,  the Owner may transfer  ownership of the Policy. A
written  request,  dated and  signed by the Owner,  must be sent to the  Service
Office.  The Company may require that the Policy be returned for an endorsement.
The transfer will take effect as of the date the request was signed.

Any transfer of  ownership  terminates  the interest of any existing  Contingent
Owner.  It does not change  the  Beneficiary,  nor  transfer  the  Beneficiary's
interest.  Any change or transfer of ownership is subject to any benefit payment
made by the Company before endorsement.

Assignment

The Owner may assign the Policy. A copy of any assignment must be filed with the
Service  Office.  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 Service Office.

Beneficiary Provisions
- --------------------------------------------------------------------------------

Beneficiary

The  Beneficiary and any Contingent  Beneficiary  are named in the  application.
They may be changed by the Owner.

Change of Beneficiary

While the  Insured is living,  the Owner may change the  Beneficiary.  A written
request,  dated and signed by the Owner,  must be filed at the  Service  Office.
After the change is recorded, it will take effect as of the date the request was
signed.  If the request  reaches the Service  Office  after the Insured dies but
before any benefit payment is made, the change will be valid.

Death of Beneficiary

If all of the named  Beneficiaries die prior to the Insured's death, the Company
will pay the death benefit in one sum to the Owner's estate.

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.

Management of the Company
- --------------------------------------------------------------------------------

   
As of December 31, 1997, the directors and executive officers of the Company and
their principal occupations for the past 5 years are as follows:
    


                           Principal Occupations
Name                       During the Past Five Years
- --------------------------------------------------------------------------------
                                       
Lowell C. Anderson         Chairman, President and Chief Executive Officer of 
                           the Company since October, 1988. From 1985 to 1988, 
                           Mr. Anderson was President and Chief Operating 
                           Officer of the Company.

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

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

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

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

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.
    

Administration of the Policies
- --------------------------------------------------------------------------------

While the Company  has  primary  responsibility  for all  administration  of the
Policies  and the  Variable  Account,  it has  retained the services of Delaware
Valley Financial Services,  Inc. ("DVFS" or "Valuemark Service Center") pursuant
to an Administrative Agreement. Such administrative services include issuance of
the Policies and  maintenance  of Policy Owners'  records.  The Company pays all
charges and fees assessed by DVFS. DVFS serves as the  administrator  to various
insurance  companies  offering  variable  and fixed  annuity and  variable  life
insurance  contracts.  The Company's ability to administer the Policies could be
adversely affected should DVFS elect to terminate the Agreement.

   
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 ("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 imposition of federal income tax to
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  established  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  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

   
This Policy is considered to be a modified  endowment  contract  under the Code.
However,  if the Policy is funded by an exchange  under IRC Section 1035 and the
previous  Policy was issued prior to June 21,  1988,  then the Policy may not be
deemed to be a modified  endowment  contract.  Loan  proceeds  and/or  surrender
payments  from modified  endowment  contracts are fully taxable to the extent of
income in the Policy and may  further be subject to an  additional  10%  federal
income tax penalty.  (See "Tax Treatment of Loans and  Surrenders.")  Otherwise,
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  Value or Cash
Surrender Value,  including  increments thereon,  under a Policy until surrender
thereof.
    

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

The Code alters the tax  treatment  accorded to loans and certain  distributions
from  life  insurance  policies  which  are  deemed  to be  "modified  endowment
contracts." The Policy's single-premium requirement is such that Policies issued
on or after June 21, 1988 are modified endowment contracts. A Policy received in
exchange for a modified endowment contract is also 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.

A Policy  that was  entered  into  prior to June 21,  1988 may be deemed to be a
modified  endowment  contract if it is materially  changed 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  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.

Assuming that the Policy is treated as a modified endowment contract, 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  distribution:  (1) made on or after the date on which the taxpayer  reaches
age 591/2; (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 or her  beneficiary.  Furthermore,
only under  limited  circumstances  will  interest  paid on Policy  loans be tax
deductible.

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 the policy  debt  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.

Owners should seek competent tax advice on the tax consequences of taking loans,
making a partial or total surrender, exchanging policies, or making any material
modifications to their Policies.

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.  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 other  change of  ownership  of a Policy may be a
taxable event.  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
Policy  Value  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  for the Variable
Account, NALAC Financial Plans, LLC ("NFP"), 1750 Hennepin Avenue,  Minneapolis,
MN 55403, a wholly-owned  subsidiary of the Company.  NFP has subcontracted with
Franklin  Advisers,  Inc.  for it and/or  certain of its  affiliates  to provide
certain  marketing support services and NFP compensates these entities for their
services.

Commissions will be paid to broker-dealers who sell the Policies. Broker-dealers
will  be  paid   commissions  at  the  time  of  purchase  up  to  6.0%  of  the
single-premium.  Broker-dealers are also paid a quarterly trail commission of up
to 25 basis points per year of the Policy Value after the first Policy Year.  In
addition,  under  certain  circumstances,  the Company  may pay certain  sellers
production  bonuses which will take into account,  among other things, the total
premiums which have been paid under Policies  associated with the broker-dealer.
In addition,  the Company and Franklin Advisers,  Inc. and/or its affiliates may
pay certain  sellers for other services not directly  related to the sale of the
Policies (such as special marketing support allowances).
    

Reports to Owners
- ------------------------------------------------------------------------------

   
The Company will send to each Owner semi-annual and 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 Value,  the current Cash Surrender
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 of premium payment.

Legal Proceedings
- --------------------------------------------------------------------------------

There are no legal  proceedings to which the Variable Account or the Distributor
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 that are included herein
should be considered only as bearing upon the ability of the Company to meet its
obligations under the Policy.









                         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>





                                   APPENDIX A

                          ILLUSTRATION OF POLICY VALUES

   
The following  tables  illustrate how Policy Values,  Cash Surrender  Values and
death benefits of a Policy change with the  investment  experience of the Policy
Sub-Accounts. The Policy Values, Cash Surrender 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 $100,000  single  premium is paid. For premiums of other than
$100,000, the tables shown can be adjusted (i.e. for a $20,000 premium, multiply
the  attached  tables by $20,000  divided by 100,000 or for a $200,000  premium,
multiply the attached tables by $200,000  divided by 100,000).  These tables all
assume that the Insured,  both male and female,  is in the most  favorable  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.

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
0.54% of the net assets of the  Portfolio  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 0.064% 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 an annual  rate of 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 -1.34%, 4.57% and 10.49%.
    

The Company  deducts the cost of insurance for a Policy  Processing  Period from
the  Policy  Values.  The cost of  insurance  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                                      Designed For: Jane Doe
Minneapolis, Minnesota                                                               Prepared By: Any Representative

                                                FRANKLIN VALUEMARK
                                     SINGLE PREMIUM VARIABLE LIFE INSURANCE
                                                 FEMALE NON-SMOKER

Initial Face Amount:.....................     $448,956            Single Premium:.........................     $100,000
Issue Age:...............................           35            State:..................................           MN
- -----------------------------------------------------------------------------------------------------------------------------------
   

                        Summary of end of year  values assuming 0.00% gross rate of return.
                             This  illustration   is based on CURRENT mortality costs.

                                        PREMIUM                                        CASH
           POLICY                        ACCUM        POLICY         POLICY          SURRENDER         DEATH
            YEAR         PAYMENT        @ 5.00%        LOAN           VALUE            VALUE          BENEFIT
- ------------------------------------------------------------------------------------------------------------------------------------
             <S>        <C>            <C>               <C>        <C>               <C>             <C>

              1         $100,000       $105,000          0          $97,553           $91,253         $448,956
              2                0        110,250          0           95,110            89,510          448,956
              3                0        115,762          0           92,666            87,766          448,956
              4                0        121,550          0           90,217            86,017          448,956
              5                0        127,628          0           87,760            84,260          448,956
             10                0        162,889          0           75,206            75,206          448,956
             15                0        207,892          0           65,395            65,395          448,956
             20                0        265,329          0           53,905            53,905          448,956
             25                0        338,635          0           39,724            39,724          448,956
             30                0        432,194          0           20,848            20,848          448,956

                        Summary of end of year  values assuming 0.00% gross rate of return.
                            This  illustration  is based on GUARANTEED mortality costs.


                                        PREMIUM                                        CASH
           POLICY                        ACCUM        POLICY         POLICY          SURRENDER         DEATH
            YEAR         PAYMENT        @ 5.00%        LOAN           VALUE            VALUE          BENEFIT
- ------------------------------------------------------------------------------------------------------------------------------------
              1         $100,000       $105,000          0          $97,419           $91,119         $448,956
              2                0        110,250          0           94,834            89,234          448,956
              3                0        115,762          0           92,237            87,337          448,956
              4                0        121,550          0           89,626            85,426          448,956
              5                0        127,628          0           86,995            83,495          448,956
             10                0        162,889          0           73,341            73,341          448,956
             15                0        207,892          0           61,977            61,977          448,956
             20                0        265,329          0           48,197            48,197          448,956
             25                0        338,635          0           30,581            30,581          448,956
             30                0        432,194          0            6,273             6,273          448,956
<FN>
IT IS EMPHASIZED THAT THE ASSUMED  INVESTMENT  RATES OF RETURN SHOWN ABOVE AND ELSEWHERE 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 ON A NUMBER  OF  FACTORS,  INCLUDING  THE  INVESTMENT  ALLOCATIONS  MADE BY AN OWNER AND RATES OF RETURN  FOR THE
PORTFOLIOS.  THE DEATH  BENEFIT,  POLICY VALUE AND CASH  SURRENDER  VALUE FOR A POLICY WOULD BE DIFFERENT  FROM THOSE SHOWN IF THE
ACTUAL GROSS RATES OF RETURN  AVERAGED THE RATE SHOWN ABOVE OVER A PERIOD OF YEARS,  BUT FLUCTUATED  ABOVE OR BELOW THOSE AVERAGES
FOR INDIVIDUAL  POLICY YEARS.  NO  REPRESENTATIONS  CAN BE MADE BY THE COMPANY OR THE TRUST THAT THIS ASSUMED  INVESTMENT  RATE OF
RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME. 
</FN>
</TABLE>
    


<PAGE>


<TABLE>
<CAPTION>

Allianz Life Insurance Company of North America                                      Designed For: Jane Doe
Minneapolis, Minnesota                                                               Prepared By: Any Representative

                                                FRANKLIN VALUEMARK
                                       SINGLE PREMIUM VARIABLE LIFE INSURANCE
                                                FEMALE NON-SMOKER

Initial Face Amount:.....................     $448,956            Single Premium:.........................     $100,000
Issue Age:...............................           35            State:..................................           MN
- ------------------------------------------------------------------------------------------------------------------------------------
   

                         Summary of end of year  values assuming 6.00% gross rate of return.
                                  This illustration is based on CURRENT mortality costs.

                                        PREMIUM                                        CASH
           POLICY                        ACCUM        POLICY         POLICY          SURRENDER         DEATH
            YEAR         PAYMENT        @ 5.00%        LOAN           VALUE            VALUE          BENEFIT
- ------------------------------------------------------------------------------------------------------------------------------------
             <S>        <C>            <C>               <C>       <C>               <C>              <C>
              1         $100,000       $105,000          0         $103,453          $ 97,153         $469,004
              2                0        110,250          0          107,035           101,435          473,452
              3                0        115,762          0          110,748           105,848          477,734
              4                0        121,550          0          114,597           110,397          480,786
              5                0        127,628          0          118,582           115,082          485,912
             10                0        162,889          0          140,665           140,665          504,528
             15                0        207,892          0          170,734           170,734          522,380
             20                0        265,329          0          206,404           206,404          541,174
             25                0        338,635          0          248,516           248,516          561,398
             30                0        432,194          0          297,868           297,868          582,270

                         Summary of end of year  values assuming 6.00% gross rate of return.
                             This illustration is based on GUARANTEED mortality costs.

                                        PREMIUM                                        CASH
           POLICY                        ACCUM        POLICY         POLICY          SURRENDER         DEATH
            YEAR         PAYMENT        @ 5.00%        LOAN           VALUE            VALUE          BENEFIT
- ------------------------------------------------------------------------------------------------------------------------------------
              1         $100,000       $105,000          0         $103,313          $ 97,013         $468,326
              2                0        110,250          0          106,740           101,140          472,073
              3                0        115,762          0          110,281           105,381          475,623
              4                0        121,550          0          113,939           109,739          477,918
              5                0        127,628          0          117,712           114,212          482,241
             10                0        162,889          0          138,369           138,369          496,293
             15                0        207,892          0          166,278           166,278          508,749
             20                0        265,329          0          198,755           198,755          521,119
             25                0        338,635          0          236,292           236,292          533,784
             30                0        432,194          0          279,226           279,226          545,828

<FN>
IT IS EMPHASIZED THAT THE ASSUMED  INVESTMENT  RATES OF RETURN SHOWN ABOVE AND ELSEWHERE 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 ON A NUMBER  OF  FACTORS,  INCLUDING  THE  INVESTMENT  ALLOCATIONS  MADE BY AN OWNER AND RATES OF RETURN  FOR THE
PORTFOLIOS.  THE DEATH  BENEFIT,  POLICY VALUE AND CASH  SURRENDER  VALUE FOR A POLICY WOULD BE DIFFERENT  FROM THOSE SHOWN IF THE
ACTUAL GROSS RATES OF RETURN  AVERAGED THE RATE SHOWN ABOVE OVER A PERIOD OF YEARS,  BUT FLUCTUATED  ABOVE OR BELOW THOSE AVERAGES
FOR INDIVIDUAL  POLICY YEARS.  NO  REPRESENTATIONS  CAN BE MADE BY THE COMPANY OR THE TRUST THAT THIS ASSUMED  INVESTMENT  RATE OF
RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.
</FN> 
</TABLE>
    

<PAGE>


<TABLE>
<CAPTION>

Allianz Life Insurance Company of North America                                      Designed For: Jane Doe
Minneapolis, Minnesota                                                               Prepared By: Any Representative

                                               FRANKLIN VALUEMARK
                                       SINGLE PREMIUM VARIABLE LIFE INSURANCE
                                                FEMALE NON-SMOKER

Initial Face Amount:.....................     $448,956            Single Premium:.........................     $100,000
Issue Age:...............................           35            State:..................................           MN
- -----------------------------------------------------------------------------------------------------------------------------------
   

                           Summary of end of year  values assuming 12.00% gross rate of return.
                               This   illustration   is based on CURRENT mortality costs.

                                        PREMIUM                                        CASH
           POLICY                        ACCUM        POLICY         POLICY          SURRENDER         DEATH
            YEAR         PAYMENT        @ 5.00%        LOAN           VALUE            VALUE          BENEFIT
- -----------------------------------------------------------------------------------------------------------------------------------
             <S>        <C>            <C>               <C>      <C>               <C>              <C>
              1         $100,000       $105,000          0        $ 109,347         $ 103,047        $ 497,460
              2                0        110,250          0          119,617           114,017          532,178
              3                0        115,762          0          130,895           125,995          568,664
              4                0        121,550          0          143,280           139,080          605,700
              5                0        127,628          0          156,873           153,373          647,589
             10                0        162,889          0          247,371           247,371          887,256
             15                0        207,892          0          395,411           395,411        1,209,807
             20                0        265,329          0          629,525           629,525        1,650,559
             25                0        338,635          0          998,192           998,192        2,254,916
             30                0        432,194          0        1,575,611         1,575,611        3,079,988

                          Summary of end of year  values assuming 12.00% gross rate of return.
                               This    illustration   is based on GUARANTEED mortality costs.

                                        PREMIUM                                        CASH
           POLICY                        ACCUM        POLICY         POLICY          SURRENDER         DEATH
            YEAR         PAYMENT        @ 5.00%        LOAN           VALUE            VALUE          BENEFIT
- ------------------------------------------------------------------------------------------------------------------------------------
              1         $100,000       $105,000          0        $ 109,199         $ 102,899        $ 496,742
              2                0        110,250          0          119,286           113,686          530,632
              3                0        115,762          0          130,340           125,440          566,159
              4                0        121,550          0          142,453           138,253          602,101
              5                0        127,628          0          155,719           152,219          642,716
             10                0        162,889          0          243,346           243,346          872,819
             15                0        207,892          0          385,112           385,112        1,178,297
             20                0        265,329          0          606,228           606,228        1,589,475
             25                0        338,635          0          949,141           949,141        2,144,111
             30                0        432,194          0        1,477,077         1,477,077        2,887,375

<FN>
IT IS EMPHASIZED THAT THE ASSUMED  INVESTMENT  RATES OF RETURN SHOWN ABOVE AND ELSEWHERE 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 ON A NUMBER  OF  FACTORS,  INCLUDING  THE  INVESTMENT  ALLOCATIONS  MADE BY AN OWNER AND RATES OF RETURN  FOR THE
PORTFOLIOS.  THE DEATH  BENEFIT,  POLICY VALUE AND CASH  SURRENDER  VALUE FOR A POLICY WOULD BE DIFFERENT  FROM THOSE SHOWN IF THE
ACTUAL GROSS RATES OF RETURN  AVERAGED THE RATE SHOWN ABOVE OVER A PERIOD OF YEARS,  BUT FLUCTUATED  ABOVE OR BELOW THOSE AVERAGES
FOR INDIVIDUAL  POLICY YEARS.  NO  REPRESENTATIONS  CAN BE MADE BY THE COMPANY OR THE TRUST THAT THIS ASSUMED  INVESTMENT  RATE OF
RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME. 
</FN> 
</TABLE>
    

<PAGE>


<TABLE>
<CAPTION>

Allianz Life Insurance Company of North America                                      Designed For: John Doe
Minneapolis, Minnesota                                                               Prepared By: Any Representative

                                                FRANKLIN VALUEMARK
                                       SINGLE PREMIUM VARIABLE LIFE INSURANCE
                                                  MALE NON-SMOKER

Initial Face Amount:.....................     $400,205            Single Premium:.........................     $100,000
Issue Age:...............................           35            State:..................................           MN
- ------------------------------------------------------------------------------------------------------------------------------------
   

                         Summary of end of year  values assuming 0.00% gross rate of return.
                            This  illustration  is based on CURRENT mortality costs.

                                        PREMIUM                                        CASH
           POLICY                        ACCUM        POLICY         POLICY          SURRENDER         DEATH
            YEAR         PAYMENT        @ 5.00%        LOAN           VALUE            VALUE          BENEFIT
- ------------------------------------------------------------------------------------------------------------------------------------
             <S>        <C>            <C>               <C>        <C>               <C>             <C>
              1         $100,000       $105,000          0          $97,557           $91,257         $400,205
              2                0        110,250          0           95,124            89,524          400,205
              3                0        115,762          0           92,694            87,794          400,205
              4                0        121,550          0           90,263            86,063          400,205
              5                0        127,628          0           87,829            84,329          400,205
             10                0        162,889          0           75,443            75,443          400,205
             15                0        207,892          0           65,632            65,632          400,205
             20                0        265,329          0           53,623            53,623          400,205
             25                0        338,635          0           37,136            37,136          400,205
             30                0        432,194          0           12,201            12,201          400,205

                          Summary of end of year  values assuming 0.00% gross rate of return.
                               This  illustration is based on GUARANTEED mortality costs.

                                        PREMIUM                                        CASH
           POLICY                        ACCUM        POLICY         POLICY          SURRENDER         DEATH
            YEAR         PAYMENT        @ 5.00%        LOAN           VALUE            VALUE          BENEFIT
- ------------------------------------------------------------------------------------------------------------------------------------
              1         $100,000       $105,000          0          $97,425           $91,125         $400,205
              2                0        110,250          0           94,853            89,253          400,205
              3                0        115,762          0           92,275            87,375          400,205
              4                0        121,550          0           89,687            85,487          400,205
              5                0        127,628          0           87,087            83,587          400,205
             10                0        162,889          0           73,656            73,656          400,205
             15                0        207,892          0           62,288            62,288          400,205
             20                0        265,329          0           47,791            47,791          400,205
             25                0        338,635          0           26,978            26,978          400,205
             30                0        432,194          0                0                 0          400,205

<FN>
IT IS EMPHASIZED THAT THE ASSUMED  INVESTMENT  RATES OF RETURN SHOWN ABOVE AND ELSEWHERE 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 ON A NUMBER  OF  FACTORS,  INCLUDING  THE  INVESTMENT  ALLOCATIONS  MADE BY AN OWNER AND RATES OF RETURN  FOR THE
PORTFOLIOS.  THE DEATH  BENEFIT,  POLICY VALUE AND CASH  SURRENDER  VALUE FOR A POLICY WOULD BE DIFFERENT  FROM THOSE SHOWN IF THE
ACTUAL GROSS RATES OF RETURN  AVERAGED THE RATE SHOWN ABOVE OVER A PERIOD OF YEARS,  BUT FLUCTUATED  ABOVE OR BELOW THOSE AVERAGES
FOR INDIVIDUAL  POLICY YEARS.  NO  REPRESENTATIONS  CAN BE MADE BY THE COMPANY OR THE TRUST THAT THIS ASSUMED  INVESTMENT  RATE OF
RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.
</FN> 
</TABLE>
    

<PAGE>


<TABLE>
<CAPTION>

Allianz Life Insurance Company of North America                                      Designed For: John Doe
Minneapolis, Minnesota                                                               Prepared By: Any Representative

                                                FRANKLIN VALUEMARK
                                       SINGLE PREMIUM VARIABLE LIFE INSURANCE
                                                 MALE NON-SMOKER

Initial Face Amount:.....................     $400,205            Single Premium:.........................     $100,000
Issue Age:...............................           35            State:..................................           MN
- ------------------------------------------------------------------------------------------------------------------------------------
   

                         Summary of end of year  values assuming 6.00% gross rate of return.
                             This illustration  is based on CURRENT mortality costs.

                                        PREMIUM                                        CASH
           POLICY                        ACCUM        POLICY         POLICY          SURRENDER         DEATH
            YEAR         PAYMENT        @ 5.00%        LOAN           VALUE            VALUE          BENEFIT
- -----------------------------------------------------------------------------------------------------------------------------------
             <S>        <C>            <C>               <C>       <C>               <C>              <C>
              1         $100,000       $105,000          0         $103,458          $ 97,158         $418,095
              2                0        110,250          0          107,052           101,452          422,079
              3                0        115,762          0          110,783           105,883          425,900
              4                0        121,550          0          114,654           110,454          429,594
              5                0        127,628          0          118,671           115,171          433,173
             10                0        162,889          0          141,036           141,036          449,573
             15                0        207,892          0          171,411           171,411          465,178
             20                0        265,329          0          207,197           207,197          481,614
             25                0        338,635          0          248,426           248,426          499,338
             30                0        432,194          0          294,887           294,887          518,535

                          Summary of end of year  values assuming 6.00% gross rate of return.
                            This  illustration  is based on GUARANTEED mortality costs.

                                        PREMIUM                                        CASH
           POLICY                        ACCUM        POLICY         POLICY          SURRENDER         DEATH
            YEAR         PAYMENT        @ 5.00%        LOAN           VALUE            VALUE          BENEFIT
- ------------------------------------------------------------------------------------------------------------------------------------
              1         $100,000       $105,000          0         $103,319          $ 97,019         $417,499
              2                0        110,250          0          106,762           101,162          420,872
              3                0        115,762          0          110,326           105,426          424,063
              4                0        121,550          0          114,014           109,814          427,105
              5                0        127,628          0          117,830           114,330          430,011
             10                0        162,889          0          138,856           138,856          442,624
             15                0        207,892          0          167,159           167,159          453,638
             20                0        265,329          0          199,774           199,774          464,360
             25                0        338,635          0          236,177           236,177          474,718
             30                0        432,194          0          275,503           275,503          484,449

<FN>
IT IS EMPHASIZED THAT THE ASSUMED  INVESTMENT  RATES OF RETURN SHOWN ABOVE AND ELSEWHERE 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 ON A NUMBER  OF  FACTORS,  INCLUDING  THE  INVESTMENT  ALLOCATIONS  MADE BY AN OWNER AND RATES OF RETURN  FOR THE
PORTFOLIOS.  THE DEATH  BENEFIT,  POLICY VALUE AND CASH  SURRENDER  VALUE FOR A POLICY WOULD BE DIFFERENT  FROM THOSE SHOWN IF THE
ACTUAL GROSS RATES OF RETURN  AVERAGED THE RATE SHOWN ABOVE OVER A PERIOD OF YEARS,  BUT FLUCTUATED  ABOVE OR BELOW THOSE AVERAGES
FOR INDIVIDUAL  POLICY YEARS.  NO  REPRESENTATIONS  CAN BE MADE BY THE COMPANY OR THE TRUST THAT THIS ASSUMED  INVESTMENT  RATE OF
RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.
</FN>
</TABLE>
    

<PAGE>


<TABLE>
<CAPTION>

Allianz Life Insurance Company of North America                                      Designed For: John Doe
Minneapolis, Minnesota                                                               Prepared By: Any Representative

                                              FRANKLIN VALUEMARK
                                       SINGLE PREMIUM VARIABLE LIFE INSURANCE
                                                MALE NON-SMOKER

Initial Face Amount:.....................     $400,205            Single Premium:.........................     $100,000
Issue Age:...............................           35            State:..................................           MN
- ------------------------------------------------------------------------------------------------------------------------------------
   

                        Summary of end of year  values assuming 12.00% gross rate of return.
                              This illustration is based on CURRENT mortality costs.

                                        PREMIUM                                        CASH
           POLICY                        ACCUM        POLICY         POLICY          SURRENDER         DEATH
            YEAR         PAYMENT        @ 5.00%        LOAN           VALUE            VALUE          BENEFIT
- ------------------------------------------------------------------------------------------------------------------------------------
             <S>        <C>            <C>               <C>      <C>               <C>              <C>
              1         $100,000       $105,000          0        $ 109,352         $ 103,052        $ 443,463
              2                0        110,250          0          119,636           114,036          474,433
              3                0        115,762          0          130,936           126,036          506,963
              4                0        121,550          0          143,351           139,151          541,207
              5                0        127,628          0          156,991           153,491          577,300
             10                0        162,889          0          248,023           248,023          790,609
             15                0        207,892          0          396,978           396,978        1,077,324
             20                0        265,329          0          631,939           631,939        1,468,898
             25                0        338,635          0          997,824           997,824        2,005,636
             30                0        432,194          0        1,559,834         1,559,834        2,742,843

                          Summary of end of year  values assuming 12.00% gross rate of return.
                              This illustration  is based on GUARANTEED mortality costs.

                                        PREMIUM                                        CASH
           POLICY                        ACCUM        POLICY         POLICY          SURRENDER         DEATH
            YEAR         PAYMENT        @ 5.00%        LOAN           VALUE            VALUE          BENEFIT
- ------------------------------------------------------------------------------------------------------------------------------------
              1         $100,000       $105,000          0        $ 109,206         $ 102,906        $ 442,830
              2                0        110,250          0          119,311           113,711          473,080
              3                0        115,762          0          130,394           125,494          504,784
              4                0        121,550          0          142,549           138,349          538,085
              5                0        127,628          0          155,875           152,375          573,104
             10                0        162,889          0          244,201           244,201          778,428
             15                0        207,892          0          387,150           387,150        1,050,651
             20                0        265,329          0          609,330           609,330        1,416,344
             25                0        338,635          0          948,673           948,673        1,906,842
             30                0        432,194          0        1,457,371         1,457,371        2,562,671

<FN>
IT IS  EMPHASIZED  THAT THE ASSUMED  INVESTMENT  RATES OF RETURN SHOWN ABOVE AND
ELSEWHERE 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 ON A NUMBER OF  FACTORS,  INCLUDING  THE
INVESTMENT  ALLOCATIONS MADE BY AN OWNER AND RATES OF RETURN FOR THE PORTFOLIOS.
THE DEATH BENEFIT,  POLICY VALUE AND CASH SURRENDER  VALUE FOR A POLICY WOULD BE
DIFFERENT FROM THOSE SHOWN IF THE ACTUAL GROSS RATES OF RETURN AVERAGED THE RATE
SHOWN ABOVE OVER A PERIOD OF YEARS, BUT FLUCTUATED ABOVE OR BELOW THOSE AVERAGES
FOR INDIVIDUAL  POLICY YEARS. NO  REPRESENTATIONS  CAN BE MADE BY THE COMPANY OR
THE TRUST THAT THIS  ASSUMED  INVESTMENT  RATE OF RETURN CAN BE ACHIEVED FOR ANY
ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME. 
</FN> 
</TABLE>
    

<PAGE>


<TABLE>
<CAPTION>
                                                  APPENDIX B
                                      Table of Net Single Premium Factors

Attained              FACTORS             Attained               FACTORS            Attained               FACTORS
                  ---------------                             -------------                             -------------
   Age           Male*      Female*          Age             Male*    Female*          Age            Male*     Female*
- ------------------------------------------------------------------------------------------------------------------------------------
   <S>         <C>         <C>               <C>            <C>       <C>              <C>           <C>        <C>
    0          12.62467    14.69383          35             4.30327   4.82748          70            1.52757    1.66607
    1          12.50646    14.48692          36             4.16038   4.66752          71            1.49533    1.62425
    2          12.16372    14.08281          37             4.02237   4.51338          72            1.46481    1.58427
    3          11.82118    13.67851          38             3.88934   4.36506          73            1.43608    1.54629
    4          11.48209    13.27838          39             3.76113   4.22232          74            1.40915    1.51041
    5          11.14463    12.88451          40             3.63755   4.08498          75            1.38398    1.47664
    6          10.80849    12.49577          41             3.51861   3.95303          76            1.36040    1.44488
    7          10.47450    12.11263          42             3.40410   3.82624          77            1.33828    1.41498
    8          10.14347    11.73553          43             3.29382   3.70425          78            1.31741    1.38673
    9           9.81784    11.36605          44             3.18765   3.58674          79            1.29764    1.35999
   10           9.49960    11.00434          45             3.08543   3.47344          80            1.27888    1.33468
   11           9.19034    10.65053          46             2.98710   3.36425          81            1.26112    1.31079
   12           8.89337    10.30762          47             2.89249   3.25897          82            1.24440    1.28836
   13           8.61119     9.97611          48             2.80143   3.15749          83            1.22879    1.26746
   14           8.34507     9.65635          49             2.71381   3.05962          84            1.21434    1.24807
   15           8.09470     9.34852          50             2.62950   2.96530          85            1.20100    1.22998
   16           7.85593     9.04683          51             2.54845   2.87445          86            1.18868    1.21335
   17           7.62788     8.75962          52             2.47062   2.78696          87            1.17723    1.19789
   18           7.40829     8.48131          53             2.39595   2.70281          88            1.16647    1.18342
   19           7.19529     8.21157          54             2.32443   2.62191          89            1.15617    1.16975
   20           6.98773     7.95007          55             2.25594   2.54404          90            1.14612    1.15668
   21           6.78427     7.69599          56             2.19040   2.46904          91            1.13609    1.14399
   22           6.58380     7.44915          57             2.12767   2.39670          92            1.12581    1.13142
   23           6.38615     7.20889          58             2.06757   2.32674          93            1.11497    1.11871
   24           6.19122     6.97553          59             2.01001   2.25900          94            1.10328    1.10559
   25           5.99922     6.74889          60             1.95494   2.19345          95            1.09064    1.09192
   26           5.81010     6.52878          61             1.90230   2.13013          96            1.07717    1.07777
   27           5.62462     6.31538          62             1.85199   2.06916          97            1.06337    1.06359
   28           5.44313     6.10815          63             1.80404   2.01067          98            1.05029    1.05034
   29           5.26593     5.90723          64             1.75842   1.95479          99            1.04000    1.04000
   30           5.09324     5.71269          65             1.71504   1.90144
   31           4.92522     5.52403          66             1.67380   1.85048
   32           4.76215     5.34132          67             1.63456   1.80168
   33           4.60408     5.16433          68             1.59713   1.75478
   34           4.45114     4.99306          69             1.56150   1.70960

<FN>

*In states requiring unisex rates, male rates should apply.
</FN>
</TABLE>





                                     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  Compnay 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

Under its Bylaws,  Article XI, the Company indemnifies,  to the extent permitted
by the laws of the State of  Minnesota,  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  Company (or by reason of serving any other  organization  at
the request of the Company).

Insofar as indemnification  for liabilities  arising under the Securities Act of
1933 may be permitted to  directors,  officers  and  controlling  persons of the
Company pursuant to such provisions of the bylaws or statutes 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 said
Act  and  is,  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 such 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 said 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 80 pages

Representations

The signatures

Part II
Other Information
Page 2


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's Agreement###
     3.b.   General Agency Agreement###
     4.     Not Applicable
     5.     Individual Single Premium Variable Life Insurance Policy##
     6.a.   Articles of Incorporation of the Company#
     6.b.   Bylaws of the Company#
     7.     Not Applicable
     8.     Not Applicable
     9.a.   Administrative Agreement*
     9.b.   Fund Participation Agreement##
     10.    Application Form##
     12.    Illustrative Calculations for the Exchange of the Single Premium
            Variable Life Insurance Policy for a Whole Life Policy
     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 Pre-Effective Amendment No. 1 to Form
        S-6, File No. 33-11158 filed on October 19, 1987

      # incorporated by reference to Post-Effective Amendment No. 14 to
        Registrants Form S-6 electronically filed on November 1, 1995.

     ## incorporated by reference to Post-Effective Amendment No. 15 to
        Registrants Form S-6 electronically filed on April 23, 1996.

    ### incorporated by reference to Post-Effective Amendment No. 17 to
        Registrants Form S-6 electronically filed on April 29, 1997.

    

   
                                   SIGNATURES


As required by the  Securities  Act of 1933,  the  Registrant  certifies that it
meets all of 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>  <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.


Signature and Title

<TABLE>
<CAPTION>

<S>                    <C>                         <C>

                       Chairman of the Board,
Lowell C. Anderson*    President                    4-24-98
Lowell C. Anderson     and Chief Executive Officer


Herbert F. Hansmeyer*  Director                     4-24-98
Herbert F. Hansmeyer


Michael P. Sullivan*   Director                     4-24-98
Michael P. Sullivan


Dr.Jerry E. Robertson* Director                     4-24-98
Dr.Jerry E. Robertson


Dr. Gerhard Rupprecht* Director                     4-24-98
Dr. Gerhard Rupprecht


Edward J. Bonach*      Chief Financial Officer      4-24-98
Edward J. Bonach


Rev. Dennis J. Dease*  Director                     4-24-98
Rev. Dennis J. Dease


James R. Campbell*     Director                     4-24-98
James R. Campbell

   
Robert M. Kimmitt*     Director                     4-24-98
Robert M. Kimmitt
</TABLE>




                                        *By Power of Attorney


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

    



                                    EXHIBITS

                                       TO

                     POST-EFFECTIVE AMENDMENT NO.    19    

                                       TO

                                    FORM S-6

                         ALLIANZ LIFE VARIABLE ACCOUNT A

               ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA







                                INDEX TO EXHIBITS


Exhibit                                                                   Page

EX99.A12   Illustrative Calculations for the Exchange of the Single Premium
           Variable Life Insurance Policy for a Whole Life Policy

EX99.A13   Powers of Attorney     

EX99.B     Opinion and Consent of Counsel

EX99.C     Consent of Actuary

EX99.D     Independent Auditors' Consent

 

North American Life and Casualty Company



                  Illustrative Calculations for the Exchange of
                   the Single Premium Variable Life Insurance
                          Policy to a Whole Life Policy



General Assumptions:

1.  Male, nonsmoker, fully underwritten standard, issue age 35
2.  Policy date of single premium variable life insurance policy is 1/1/87.
3.  Initial Face amount of insurance of $100,000.


Example 1:

1. Exchange made 12 months after the policy date to NALAC's Preferred Whole Life
(PWL) policy which is being issued as of 1/1/87.

2. Cash surrender value of the single premium  variable life insurance policy as
of the date of exchange is equal to $22,000.

3. PWL cash value is $0.

4. Payment to owner from NALAC on exchange is $22,000.

5. Premiums of $1,147 required as of 1/1/87 and annually  thereafter to continue
the new $100,000 PWL policy in force.


Example 2:

1. Exchange made 12 months after the policy date to NALAC's Single Premium Whole
Life (SPWL) policy which is being issued as of 1/1/87.

2. Cash surrender value of the single premium  variable life insurance policy as
of the date of exchange is equal to $12,000.

3.  SPWL cash value is $14,800.

4.  Payment to NALAC from owner on exchange is $2,800.

5. No further premiums are required under the $100,000 SPWL policy to keep it in
force.


 


                         LIMITED POWER OF ATTORNEY

       KNOWN ALL MEN BY THESE PRESENTS, that I, Herbert F. Hansmeyer, 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 29th day of September 1997.


WITNESS

/s/ Kathleen Doolwith                           /s/ Herbert Hansmeyer
___________________________                     _____________________________
                                                Herbert Hansmeyer


                                   


                       LIMITED POWER OF ATTORNEY

         KNOWN ALL MEN BY THESE PRESENTS, that I, Michael P Sullivan, 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 5th day of September 1997.


WITNESS

/s/ Karen M Amundson                            /s/ Michael P. Sullivan
___________________________                     _____________________________
                                                Michael P. Sullivan



                       LIMITED POWER OF ATTORNEY

         KNOWN ALL MEN BY THESE PRESENTS, that I, Jerry E. Robertson, 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 4th day of September 1997.


WITNESS

                                                /s/ Jerry E. Robertson
___________________________                     _____________________________
                                                Jerry E. Robertson

                    

   
                         LIMITED POWER OF ATTORNEY

       KNOWN ALL MEN BY THESE PRESENTS, that I, Gerhard G. Rupprecht, 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 securi.y 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 ____ day of ___________ 1997.


WITNESS

                                                /s/ Gerhard G. Rupprecht
___________________________                     _____________________________
                                                Gerhard G Rupprecht


I hereby certify that the above is the true signature, acknowledged in my
presence of

                         Dr. Gerhard Rupprecht
                   Chairman of the Board of Management
               Reinsburgstrabe 19, 70178 Stuttgart, Germany

personally known to me.

                                 Stuttgart, den 17.09.1997

                                 /s/ Dr. Kubler
                                 
                                 Dr. Kubler



                       LIMITED POWER OF ATTORNEY

         KNOWN ALL MEN BY THESE PRESENTS, that I, Dennis J. Dease, 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 5th day of September 1997.


WITNESS

/s/ Sandra J. Schwartz                          /s/ Dennis J. Dease
___________________________                     _____________________________
                                                Dennis J. Dease


                       
                         LIMITED POWER OF ATTORNEY

         KNOWN ALL MEN BY THESE PRESENTS, that I, James R. Campbell, a Director
of Allianz Life Insurance Company of North America (Allianz Life), a corporation
duly organized under the laws of 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 8th day of September 1997.


WITNESS

/s/ Carrie Knowles                              /s/ James R. Campbell
___________________________                     _____________________________
                                                James R. Campbell


                                   





                        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, 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, 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 55403-2195

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  Single
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

March 16, 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 and the Table of Net Single Premium Factors contained 
in Appendix B in a Registration Statement Form S-6 registering Single 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 males and females at a variety of 
underwriting classifications.

Sincerely,



/s/Jack L. Baumer

Jack L. Baumer, FSA, MAAA

JLB/saf


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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