ALLIANZ LIFE VARIABLE ACCOUNT A, 485APOS, 1999-02-04

ALLIANZ LIFE VARIABLE ACCOUNT A
485APOS, 1999-02-04

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Registration No. 33-11158
==============================================================================

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 13

FORM S-6

FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933

OF SECURITIES OF UNIT INVESTMENT TRUST

REGISTERED ON FORM N-8B-2

ALLIANZ LIFE VARIABLE ACCOUNT A

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

ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA

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

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

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

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

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

It is proposed that this filing will become effective:

___ immediately upon filing pursuant to paragraph(b) of Rule 485
___ on (date) pursuant to paragraph (b) of Rule 485
_X_ 60 days after filing pursuant to paragraph (a)(1) of Rule 485
___ on (date) pursuant to paragraph (a)(1) of Rule 485

If appropriate, check the following box:

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

CROSS REFERENCE TO ITEMS REQUIRED

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

1 The Company, The Separate Account

2 The Company

3 Not Applicable

4 Distributors

5 The Variable Account

6(a) Not Applicable
(b) Not Applicable

9 Not Applicable

10 Purchases

11 Investment Choices

12 Investment Choices

13 Expenses

14 Purchases

15 Separate Account

16 Investment Choices

17 Policy Account, Transfers

18 Purchases

19 Not Applicable

20 Not Applicable

21 Not Applicable

22 Not Applicable

23 Not Applicable

24 Not Applicable

25 The Company

26 The Company

27 The Company

28 The Company

29 The Company

30 The Company

31 Not Applicable

32 Not Applicable

33 Not Applicable

34 Not Applicable

35 The Company

37 Not Applicable

38 Distributors

39 Distributors

40 Not Applicable

41(a) Distributors

42 Not Applicable

43 Not Applicable

44 Purchases

45 Not Applicable

46 Policy Account, Transfers

47 Not Applicable

48 Not Applicable

49 Not Applicable

50 Not Applicable

51 The Company

52 Investment Choices

53 Taxes, Federal Tax Status

54 Financial Statements

55 Not Applicable
</TABLE>

EXPLANATORY NOTE:

Two versions of the prospectus will be created from the prospectus contained in
this registration. The reason for the different versions of the prospectus is
the planned move in the administrative offices and the new administrative
system. The new system will provide enhancements for the policy owners. One
version of the prospectus will be used before the administrative offices are
moved/new system is used; the other version will be used once the administrative
offices are moved/new system is used. After the offices are moved and the
Company uses the new system, the prospectus will reflect the following new
features:

1. Address of new administrative office will be reflected in prospectus.

2. Addition of seven portfolios: Capital Growth Fund, Global Health Care
Securities Fund, Mutual Discovery Securities Fund, Templeton International
Smaller Companies Fund, Value Securities Fund, and Zero Coupon Funds - 2005 and
2010.

3. Policy Owner will be allowed to invest in a maximum of ten investment choices
rather than in a maximum of seven.

4. Policy Owner will be allowed to Dollar Cost Average to a maximum of eight
other portfolios rather than to a maximum of five.

5. Administrative Charges will be waived if the Policy Account is equal to or
greater than 15% of the initial face amount plus the requested face amount
increases.

Both versions of the prospectus will be filed pursuant to Rule 485(a).

<PAGE>

FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
ISSUED BY

ALLIANZ LIFE VARIABLE ACCOUNT A

AND

ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA

This prospectus describes the Allianz ValueLife Flexible Premium Variable Life
Insurance Policy that we (Allianz Life Insurance Company of North America) are
offering.

The policy is a variable benefit policy. We have designed the policy for use in
estate and retirement planning and other insurance needs of individuals.

You, the policyowner, have a number of investment choices in the policy. These
investment choices include a fixed account (which is part of our general
account) as well as 24 variable options. When you buy a policy and allocate
funds to the variable options you are subject to investment risk. This means
that the value of your Policy Account may increase and decrease depending upon
the investment performance of the variable option(s) you select. Under some
circumstances, the death benefit and the duration of the policy will also
increase and decrease depending upon investment performance.

Each variable option invests in one portfolio of Franklin Valuemark Funds. The
following 24 portfolios of Franklin Valuemark Funds are currently available with
the policy:

PORTFOLIO SEEKING STABILITY OF PRINCIPAL AND INCOME
Money Market Fund

PORTFOLIOS SEEKING CURRENT INCOME
High Income Fund
Templeton Global Income Securities Fund
U.S. Government Securities Fund
Zero Coupon Funds - 2005 and 2010

PORTFOLIOS SEEKING GROWTH AND INCOME
Global Utilities Securities Fund
Growth and Income Fund
Income Securities Fund
Mutual Shares Securities Fund
Real Estate Securities Fund
Rising Dividends Fund
Templeton Global Asset Allocation Fund
Value Securities Fund

PORTFOLIOS SEEKING CAPITAL GROWTH
Capital Growth Fund
Global Health Care Securities Fund
Mutual Discovery Securities Fund
Natural Resources Securities Fund
Small Cap Fund
Templeton Developing Markets Equity Fund
Templeton Global Growth Fund
Templeton International Equity Fund
Templeton International Smaller Companies Fund
Templeton Pacific Growth Fund

Please read this prospectus before investing and keep it on file for future
reference. It contains important information about the Allianz ValueLife
Flexible Premium Variable Life Insurance Policy. The Securities and Exchange
Commission (SEC) maintains a Web site (http://www.sec.gov) that contains
information regarding companies that file electronically with the SEC.

The policy:

- is not a bank deposit.
- is not federally insured.
- is not endorsed by any bank or government agency.

The policy is subject to investment risk. You may be subject to loss of
principal.

The Securities and Exchange Commission has not approved or disapproved these
securities nor has it determined if this prospectus is accurate or complete. Any
representation to the contrary is a criminal offense.

This prospectus is not an offering of the securities in any state, country, or
jurisdiction in which we are not authorized to sell the policies. You should
rely only on the information contained in this prospectus or that we have
referred you to. We have not authorized anyone to provide you with information
that is different.

DATE: May 1, 1999

TABLE OF CONTENTS

SPECIAL TERMS

SUMMARY
THE VARIABLE LIFE INSURANCE POLICY
PURCHASES
INVESTMENT CHOICES
EXPENSES
DEATH BENEFIT
TAXES
ACCESS TO YOUR MONEY
OTHER INFORMATION
INQUIRIES

PART I
THE VARIABLE LIFE INSURANCE POLICY
PURCHASES
Premiums 15
Application For a Policy
Planned Periodic Premiums
Unscheduled Premiums
Grace Period
Reinstatement
Allocation of Premium
Policy Account
Method of Determining your Policy Account Allocated to a
Variable Option
Your Cash Value, Net Cash Value
Our Right to Reject or Return a Premium Payment
INVESTMENT CHOICES
Substitution and Limitations on Further Investments
Transfers
Dollar Cost Averaging
EXPENSES
Mortality and Expense Risk Charge
Administrative Charges
Insurance Risk Charges
Charges for Additional Benefit Riders
Partial Surrender Fee
Premium Fee
Transfer Fee
Income Tax Charge
Franklin Valuemark Funds - Annual Portfolio Expenses
DEATH BENEFIT
Change in Death Benefit
Change in Face Amount
Guaranteed Death Benefit Rider
Accelerated Death Benefit
TAXES
ACCESS TO YOUR MONEY
Policy Loans
Loan Interest Charged
Loan Limit
Security
Restrictions on Making Loans
Repaying Policy Debt
Partial Surrenders
Full Surrenders
OTHER INFORMATION
The Company
Year 2000
The Separate Account
Distributors
Suspension of Payments or Transfers
Ownership

PART II
Executive Officers And Directors
Voting
Disregard of Voting Instructions
Legal Opinions
Our Right to Contest
Federal Tax Status
Reports to Owners
Legal Proceedings
Experts
Financial Statements

APPENDIX - Illustrations of Policy Values

<PAGE>

SPECIAL TERMS

This prospectus is written in plain English to make it as understandable as
possible. However, by the very nature of the policy, certain technical words or
terms are unavoidable. We have identified some of these words or terms. For some
we have provided you with a definition. For the remainder, we believe that you
will find an adequate discussion in the text. We have identified these terms and
provided you with a page number that indicates where you will find the
explanation for the word or term. To help you find the word or term on the page
it is in italics.

Annual Guaranteed Coverage Premium - Your Annual Guaranteed Coverage Premium is
equal to twelve times the Guaranteed Coverage Premium.

Cash Value - Your Policy Account minus the surrender charge.

Face Amount of Insurance - The amount of coverage chosen by you. This amount is
used to determine the death benefit. The minimum Face Amount of Insurance is
$100,000.

Guaranteed Coverage Premium - Your Guaranteed Coverage Premium is a monthly
target premium amount which will vary by the issue age, sex and underwriting
classification of the insured as well as the amount and type of coverage. There
is a distinct Guaranteed Coverage Premium for the base policy and for each rider
attached to the base policy.

Insurance Risk Amount - The excess of the death benefit over the value of your
Policy Account.

Net Cash Value - The Cash Value of your Policy minus any Policy Debt you may
have outstanding.

Policy Account - The sum of any amounts you may have in the fixed account and in
the variable options you have selected.

Policy Debt - The total of any outstanding loans you have made on your policy,
including interest paid in advance for the current policy year.

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

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

Page

beneficiary, contingent beneficiary
business day
insured
issue date
maturity benefit
maturity date
monthly anniversary
owner
policy anniversary
policy month
policy year
policy year, policy anniversary

The Prospectus is divided into three sections: the Summary, Part I and Part II.
The sections in the Summary correspond to sections in Part I of this Prospectus
which discuss the topics in more detail. Part II contains even more detailed
information.

SUMMARY

1. THE VARIABLE LIFE INSURANCE POLICY

The Allianz ValueLife variable life insurance policy is a contract between you,
the owner, and us, an insurance company. The policy provides for the payment of
a death benefit to your selected beneficiary upon the death of the insured. This
death benefit is distributed free from federal income taxes. The policy can be
used as part of your estate planning or used to save for retirement. The insured
is the person you chose to have his or her life insured under the policy. You,
the owner, can also be the insured, but you do not have to be.

The policy described in this prospectus is a flexible premium variable life
insurance policy. The policy is "flexible" because:

- the frequency and amount of premium payments can vary;

- you can choose between death benefit options; and

- you can increase or decrease the amount of insurance coverage, all within
the same policy of insurance.

The policy is "variable" because the Policy Account, when allocated to the
variable options, may increase or decrease depending upon the investment results
of the selected variable options. Under certain circumstances, the death benefit
and the duration of your policy may also vary.

During the life of the insured, you can surrender the policy for all or part of
its Net Cash Value. You may also obtain a policy loan, using the Policy Account
as security.

We make available a number of riders to meet a variety your of estate planning
needs. See the "Death Benefit" section for a description of the guaranteed death
benefit rider and the accelerated benefit rider.

2. PURCHASES

You purchase the policy by completing the proper forms. Your registered
representative can help you complete the forms. In some circumstances, we may
contact you for additional information regarding the insured. We may require the
insured to provide us with medical records, physicians= statements or a complete
paramedical examination.

The minimum initial premium we accept is computed for you based on the face
amount you request. The policy is designed for the payment of subsequent
premiums. You can establish planned periodic premiums. The minimum subsequent
premium that we accept is $25 ($50 in Maryland).

3. INVESTMENT CHOICES

You can put your money in the fixed account or in any or all of the variable
options. Each variable option invests in one Class 1 share portfolio of Franklin
Valuemark Funds. The portfolios are listed below and are described in the
prospectus for Franklin Valuemark Funds.

The following is a list of the portfolios available under the policy:

PORTFOLIO SEEKING STABILITY OF PRINCIPAL AND INCOME
Money Market Fund

PORTFOLIOS SEEKING CURRENT INCOME
High Income Fund
Templeton Global Income Securities Fund
U.S. Government Securities Fund
Zero Coupon Funds - 2005 and 2010

4. EXPENSES

We make certain deductions from your premiums, your Policy Account and from the
variable options. These deductions are made for premium fees, mortality and
expense risks, administrative expenses, sales charges and for providing life
insurance protection. There are also operating expenses of the portfolios. These
deductions are summarized as follows:

Charge for Premium Fees. This charge is for state and local premium
taxes (in states which charge a premium tax). It is also used to pay
for other expenses associated with premium collection. The charge is
deducted from each premium payment. The charge is equal to 2.5% of each
premium payment and approximates our average expenses associated with
premium collection.

Mortality and Expense Risk Charge. This risk charge is guaranteed not
to exceed, on an annual basis, 0.90% of your average Policy Account
value and is deducted each business day. The current risk charge is
0.60%.

Administrative Charges. These charges are equal to:

1) 0.15%, on an annual basis, of your average Policy Account
value and is deducted each business day; plus

2) $20 per policy month for the first policy year, and $9 per
policy month guaranteed thereafter. Currently, the charge is
$5 per policy month after the first policy year. These amounts
are deducted from your Policy Account on the monthly
anniversary date. This part of the charge will be waived if
the Policy Account is equal to or greater than 15% of the
initial Face Amount plus the requested Face Amount increases.

Charges for Additional Benefit Riders. The amount of the charge, if
any, each policy month for additional benefit riders is determined in
accordance with the rider and is shown on the coverage page of your
policy.

Insurance Risk Charge. On each monthly anniversary date, we deduct from
your Policy Account the cost of insurance for the next policy month.
This charge provides death benefit protection.

Surrender Charges. A surrender charge may be deducted in the event you
make a full or partial surrender of your Policy Account. The surrender
charges contain: a deferred administrative expense and a deferred sales
load. The deferred administrative expense is $5.00 per $1,000 of Face
Amount of Insurance for the first 3 policy years, then grades to zero
over policy years 4 through 13. The deferred sales load is the lesser
of 30% of the Surrender Charge Premium, plus 5% of all premiums over
the Surrender Charge Premium (SCP), or the following percentage of SCP:

YEARS % of SCP
----- --------

1-8................................... 65%
9..................................... 60%
10.................................... 55%
11.................................... 44%
12.................................... 33%
13.................................... 22%
14.................................... 11%
15+................................... 0%

The SCP is equal to the Annual Guaranteed Coverage Premium for the base
policy death benefit for a life insured at standard risk. The SCP will
vary with the issue age, sex, and smoking classification of the
insured, and the face amount of the base policy.

Partial Surrender Fee. If you surrender only a portion of the Net Cash
Value at any time during the insured's lifetime, there is an
administrative fee assessed. The fee is currently equal to the lesser
of $25 or 2% of the partial surrender amount you take out of the
policy.

You may make a partial surrender once each policy year that does not
exceed 10% of the Net Cash Value without incurring a surrender charge
or the partial surrender fee.

Transfer Fee. You may transfer values from one variable option to
another, or to or from the fixed account. The first 12 transfers in a
policy year are free. The fee for each additional transfer is the
lesser of $25 or 2% of the amount transferred. Prescheduled automatic
dollar cost averaging transfers are not counted.

Other Expenses. There are deductions from and operating expenses paid
out of the assets of the portfolios of Franklin Valuemark Funds.

5. DEATH BENEFIT

The amount of the death benefit depends on:

- the Face Amount of Insurance of your policy;
- the death benefit option in effect at the time of death; and
- under some circumstances, the value of your Policy Account.

There are two death benefit options: Option A and Option B. If death benefit
Option A is in effect, the death benefit is the greater of your total Face
Amount in effect or your Policy Account multiplied by the applicable factor.
Under this option, the amount of the death benefit is fixed, except when we use
the factor to determine the benefit percentage.

If death benefit Option B is in effect, the death benefit is the greater of your
total Face Amount of Insurance in effect plus the Policy Account or the Policy
Account multiplied by the applicable factor. Under this option, the amount of
the death benefit is variable.

Under certain circumstances you can change death benefit options. You can also
change the Face Amount of Insurance under certain circumstances.

At the time of application for a policy, you designate a beneficiary. The
beneficiary is the person or persons who will receive the death proceeds. You
can change your beneficiary unless you have designated an irrevocable
beneficiary. The beneficiary does not have to be a natural person.

6. TAXES

Your policy has been designed to comply with the definition of life insurance in
the Internal Revenue Code. As a result, the death proceeds paid under the policy
should be excludable from the gross income of your beneficiary. Any earnings in
your policy are not taxed until you take them out. The tax treatment of the loan
proceeds and surrender proceeds will depend on whether the policy is considered
a Modified Endowment Contract (MEC). Proceeds taken out of a MEC are considered
to come from earnings first and are includible in taxable income. If you are
younger than 59 2 when you take money out of a MEC, you may also be subject to a
10% federal tax penalty on the earnings withdrawn.

7. ACCESS TO YOUR MONEY

You can terminate your policy at any time and we will pay you the Net Cash
Value. At any time during the insured's life and before your policy has
terminated, you may surrender a part of your Net Cash Value subject to the
requirements of the policy. When you terminate your policy or make a partial
surrender, a surrender charge may be assessed. Also, when you make a partial
surrender we assess a partial surrender fee of $25 or 2% of the partial
surrender amount, whichever is less. Once each policy year, on a non-cumulative
basis, you may make a free partial surrender up to 10% of your unloaned Policy
Value.

You can also borrow some of your Policy Value.

8. OTHER INFORMATION

Free Look. You can cancel the policy within 20 days after you receive
it (or whatever period is required in your state) or the 45th day after
you sign your application. We will refund all premiums paid less any
Policy Debt. During the underwriting process, we will allocate your
initial net premium to the Money Market Fund until the reallocation
date, which occurs 30 days after the policy is released to an active
status in our processing system. After that, we will invest your Policy
Account value and any subsequent premiums as you requested.

Purchasing Considerations. The policy is designed for individuals and
businesses that have a need for death protection but who also desire to
potentially increase the values in their policies through investment in
the variable options. The policy offers the following to individuals:

- create or conserve one's estate;
- supplement retirement income; and
- access to funds through loans and surrenders.

If you currently own a variable life insurance policy on the life of the
insured, you should consider whether the purchase of the policy described in
this prospectus is appropriate.

Also, you should carefully consider whether the policy should be used to replace
an existing policy on the life of the insured.

Additional Features. The following additional features are offered:

- you can arrange to have a regular amount of money automatically
transferred from the Money Market Fund or the U.S. Government
Securities Fund to selected variable options each month,
theoretically giving you a lower average cost per unit over time
than a single one time purchase. We call this feature the dollar
cost averaging option.

- if the insured becomes terminally ill, we will pay you a portion of
the death benefit. We call this feature the accelerated death benefit
rider.

- if you pay a certain required premium, we guarantee that the policy
will not lapse even if your Policy Account value is not sufficient
to cover the monthly deductions. We call this feature the guaranteed
minimum death benefit rider.

- we also offer a number of additional riders that are common to life
insurance policies.

These features and riders may not be available in your state and may not be
suitable for your particular situation.

9. INQUIRIES

If you need more information about buying a policy, please contact us at:

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

If you need policyowner service (such as changes in policy information, inquiry
into Policy Account values, or to make a loan), please contact us for
policyowner service at our service center located in Dallas, Texas until
_________ __, 1999:

Allianz Life ValueLife Service Center
c/o CSC Financial Services Group
5525 LBJ Freeway, Suite 500
Dallas, TX 75240-6211

P.O.Box 219066
Dallas, TX 75221
(800) 525-7330

Starting __________ __, 1999, please contact us for policyowner service at our
service center located in Berwyn, Pennsylvania:

Delaware Valley Financial Services, Inc.
Allianz Life ValueLife Service Center
300 Berwyn Park, P.O. Box 3031
Berwyn, Pennsylvania 19312-0031
(800) 336-0320

<PAGE>

PART I

1. THE VARIABLE LIFE INSURANCE POLICY

The Allianz ValueLife variable life insurance policy is a contract between you,
the owner, and us, an insurance company. This kind of policy is most commonly
used for retirement planning and/or estate planning.

The policy provides for life insurance coverage on the insured. It has Policy
Account values, a death benefit, surrender rights, loan privileges and other
characteristics associated with traditional and universal life insurance.
However, since the policy is a variable life insurance policy, the value of your
policy will increase or decrease depending upon the investment experience of the
variable option(s) you choose. The duration or amount of the death benefit may
also vary based on the investment performance of the underlying portfolios of
Franklin Valuemark Funds. To the extent you select any of the variable options,
you bear the investment risk. If your Net Cash Value is insufficient to pay the
monthly deductions, the policy may terminate. However, if you have paid the
Guaranteed Coverage Premium and have not taken out a loan, your policy will not
lapse even if your Net Cash Value is insufficient to pay the monthly deductions.

Because the policy is like traditional and universal life insurance, it provides
a death benefit which is paid to your named beneficiary. When the insured dies,
the death proceeds are paid to your beneficiary. These proceeds should be
excludable from the gross income of the beneficiary, however estate taxes may
apply. The tax-free death proceeds makes this an excellent way to accumulate
money you do not think you will use in your lifetime. It is also a tax-efficient
way to provide for those you leave behind. If you need access to your money, you
can borrow from the policy or make a total or partial surrender.

2. PURCHASES

PREMIUMS

We will send you your policy only after you pay the initial premium. Before we
send out the policy, the application and the premium must be in good order as
determined by our administrative rules. The policy is not designed for
professional market timing organizations, other entities, or persons using
programmed, large, or frequent transfers.

APPLICATION FOR A POLICY

In order to purchase a policy, you must submit an application to us that
requests information about the proposed insured. In some cases, we will ask for
additional information. We may request that the insured provide us with medical
records, a physician's statement or possibly require other medical tests.

PLANNED PERIODIC PREMIUMS

The policy is designed to allow you to make subsequent premium payments. You can
elect to make planned periodic premium payments. Planned periodic premiums may
be paid annually, semi-annually, quarterly or monthly. You select the planned
periodic premium and payment interval at the time of application. You may change
the amount and frequency of premiums. We have the right to limit the amount of
any increase. Each premium after the initial premium must be at least $25 ($50
in Maryland). Except in Maryland, we may increase this minimum amount 90 days
after we send you a written notice to that effect.

UNSCHEDULED PREMIUMS

You can make additional unscheduled premium payments at any time while the
policy is in force. However, in order to preserve the favorable tax status of
the policy, we may limit the amount of the premiums and may return any premiums
that exceed the limits stated under the U.S. tax laws.

GRACE PERIOD

When a policy is about to terminate, under some circumstances, the policy
provides a grace period in order for you to make a premium payment or a loan
repayment in order to keep your policy in force.

During the first 10 policy years (5 years in Massachusetts), a grace period will
begin on your monthly anniversary date when:

- your Net Cash Value is not large enough to cover the monthly deduction
made on that date; and
- your adjusted premium payments are less than your accumulated Guaranteed
Coverage Premiums.

Your adjusted premium payments as of the monthly anniversary date equal:

- the total of your premium payments received by us; minus
- any partial surrenders you have made to date; minus
- any Policy Debt.

Your accumulated Guaranteed Coverage Premiums as of the monthly anniversary date
equal:

- the total Guaranteed Coverage Premium; multiplied by
- one plus the number of months the policy has been in force as of that
monthly anniversary date.

If you have not had the same total Guaranteed Coverage Premium in effect every
month, your accumulated Guaranteed Coverage Premiums will be based on the
different premiums that were in effect and the number of months for which each
applied.

During the first 10 policy years (5 years in Massachusetts), the premium payment
that you need to make to keep your policy from terminating at the end of the
grace period is the lesser of:

- three monthly deductions; or
- the accumulated Guaranteed Coverage Premiums for the monthly anniversary
date when the grace period began minus adjusted premium payments as
of that date.

After the first 10 policy years (5 years in Massachusetts), a grace period will
begin on the monthly anniversary date when your Net Cash Value is not large
enough to cover the monthly deductions to be made on that date.

After the first 10 policy years (5 years in Massachusetts), the premium required
to keep the Policy from terminating at the end of a grace period equals three
monthly deductions.

When your policy is in a grace period, we will continue the policy for 61 days.
If your insured dies during a grace period, we will deduct the premium that
would have been required to keep your policy from terminating from the amount we
would otherwise pay out.

Your policy will terminate without value at the end of a grace period unless we
receive a premium payment during the grace period large enough to keep your
policy from terminating at the end of that grace period.

We will notify you in writing at least 31 days before a grace period ends. This
notice will show how much must be paid to keep the policy from terminating. We
send notices to the last address you have given us.

Your first policy year starts on the day the coverage is effective under your
policy. We call that date the issue date. Future policy years start on the same
day and month in each subsequent year. We call that date a policy anniversary.
Your first policy month starts on the issue date. Future policy months start on
the same day in each subsequent month. We call that date a monthly anniversary.

REINSTATEMENT

If your policy terminated at the end of a grace period, you can request that we
reinstate it (restore your insurance coverage) anytime within 5 years after its
termination. To reinstate your policy you must:

- submit an application for reinstatement;
- submit proof satisfactory to us that the insured is still insurable at
the risk classification that applies for the latest Face Amount of
Insurance portion then in effect;
- pay or agree to reinstatement of any Policy Debt; and
- pay the premium required to reinstate the policy.

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

- the amounts that would have been required for the policy to continue in
force without entering into a grace period for each month during the
grace period; and
- the amount that will be required for the policy to continue in force
without entering a grace period for the next 3 months after the
reinstatement date.

The reinstatement date is the monthly anniversary date on or following the day
we approve the application for reinstatement. The Policy Account on the
reinstatement date is equal to the Policy Account on the monthly anniversary
date when the grace period ended. The surrender charge on the reinstatement date
is equal to the surrender charge on the monthly anniversary date when the grace
period ended.

The policy may not be reinstated after:

- it has been surrendered for its Net Cash Value;
- the insured's death; or
- the maturity date.

ALLOCATION OF PREMIUM

Your premium is allocated to the fixed account or one or more of the variable
options, as selected by you. Prior to the reallocation date, the initial premium
is allocated to the Money Market Fund.

On the reallocation date, the Policy Account is allocated to the fixed account
and/or the variable options in accordance with your selections. This allocation
is not subject to the transfer fee provision (see "transfer fee"). However, we
reserve the right to limit the number of investment choices (currently, 24
variable options and the fixed account) that you may invest in at any one time.
Currently, you may invest in a maximum of 10 investment choices (which include
the fixed account and any variable option you select) at any one time throughout
the life of the policy.

POLICY ACCOUNT

On the issue date, the value of your Policy Account is:

- your initial premium less the charge for premium fees, less the initial
insurance risk charge and less the initial charge for any additional
benefit riders; minus
- the monthly deduction for the first policy month.

After the reallocation date the Policy Account equals the sum of the policy
amounts in the fixed account and in the variable options you have selected.

METHOD OF DETERMINING YOUR POLICY ACCOUNT ALLOCATED TO A VARIABLE OPTION

The value of your policy will go up or down depending upon the investment
performance of the variable option(s) you choose and the charges and deductions
made against your Policy Account. In order to keep track of the value of your
Policy Account, we use a unit of measure we call a valuation unit. ( A valuation
unit works like a share of a mutual fund.)

Every day we determine the value of the valuation unit for each variable option.
We do this by:

- determining the total amount of money invested by all policyowners in the
particular variable option;
- subtracting from that amount all the charges that we make from the value
of the variable option. These charges are:

- the daily mortality and expense risk charge;
- the daily charge for the administrative charge deducted from the
variable options; and
- any charge for taxes or other similar deductions.

- dividing this amount by the number of outstanding valuation units.

The value of a valuation unit may go up or down from day to day.

When you make a premium payment, we credit your policy with valuation units. The
number of valuation units credited is determined by dividing the amount of
premiums allocated to the variable option by the value of the valuation unit for
that variable option.

When we assess any charges we do so by deducting valuation units from your
policy. When you make a loan we reduce the number of the valuation units in your
policy and transfer the amount to the fixed account.

Our business day is each day that the New York Stock Exchange is open for
business. Our business day closes when the New York Stock Exchange closes,
usually 4:00 p.m. Eastern Time.

YOUR CASH VALUE, NET CASH VALUE

Your Cash Value equals:

- your Policy Account; minus
- the surrender charges.

Your Net Cash Value equals:

- the Cash Value; minus
- any Policy Debt you may have incurred.

During your insured's life, you may:

- take loans based on the Cash Value;
- make partial surrenders; or
- surrender the policy for its Net Cash Value.

OUR RIGHT TO REJECT OR RETURN A PREMIUM PAYMENT

In order to receive the tax treatment for life insurance under the Internal
Revenue Code (Code), a policy must initially qualify and continue to qualify as
life insurance under the Code. To maintain this qualification, we have reserved
the right under the policy to return any premiums paid which we have determined
will cause the policy to fail as life insurance. We also have the right to make
changes in the policy or to make a distribution to the extent we determine this
is necessary to continue to qualify the policy as life insurance. Such
distributions may have current income tax consequences to you.

If subsequent premiums will cause your policy to become a Modified Endowment
Contract (MEC), we will contact you prior to applying the premium to your
policy. If you elect to have the premium applied, we require that you
acknowledge in writing that you understand the tax consequences of a MEC before
we will apply the premiums.

3. INVESTMENT CHOICES

The policy offers variable options which invest in Class 1 shares of portfolios
of Franklin Valuemark Funds. Franklin Valuemark Funds (Trust) is comprised of 25
portfolios, 24 of which are currently available in connection with the policy we
are offering here.

Purchasers should read this prospectus and the accompanying prospectus for the
Franklin Valuemark Funds carefully before investing. Certain portfolios are not
available under the policy offered by this prospectus.

The Trust is the mutual fund underlying the policy. Each portfolio has its own
investment objective. The Trust issues two classes of shares which are described
in the attached Trust prospectus. Only Class 1 shares are available with your
policy. Investment managers for each portfolio are listed in the table below and
are as follows: Franklin Advisers, Inc. (FA), Franklin Advisory Services, Inc.
(FAS), Franklin Mutual Advisers, Inc. (FMA), Templeton Asset Management Ltd.
(TAM), and Templeton Global Advisors Limited (TGA), and Templeton Investment
Counsel, Inc. (TIC). Certain managers have retained one or more affiliated
subadvisers to help them manage the portfolios.

The following is a list of the portfolios available under the policy:

INVESTMENT
AVAILABLE PORTFOLIOS MANAGERS

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 - 2005 and 2010................................ FA

PORTFOLIOS SEEKING
GROWTH AND INCOME
Global Utilities Securities 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

Franklin Valuemark Funds serves as the underlying mutual fund for variable life
insurance policies we offer and variable annuity contracts offered by us and our
affiliates. Franklin Valuemark Funds believes that offering its shares in this
manner will not be disadvantageous to you.

SUBSTITUTION AND LIMITATIONS ON FURTHER INVESTMENTS

We may substitute one of the variable options you have selected with another
variable option. We will not do this without the prior approval of the
Securities and Exchange Commission. We may also limit further investment in a
variable option. We will give you notice of our intention to do this.

TRANSFERS

At your request, we will transfer amounts from your Policy Account in any
variable option to another variable option, or to the fixed account. The minimum
amount that can be transferred is the lesser of the minimum transfer amount
(currently $500) or the total value in that variable option. You may transfer on
any policy anniversary an amount from the unloaned value in the fixed account to
one or more variable options.

However, transfers out of the fixed account can be made only if:

- we receive the request at least 30 days before that policy anniversary;
and
- the amount requested is not more than the greater of 25% of the unloaned
value in the fixed account on that anniversary or the minimum transfer
amount.

We will not transfer more than the unloaned value from the fixed account. The
minimum amount that we will transfer from the fixed account on any policy
anniversary is the lesser of the minimum transfer amount, currently $500, or the
unloaned value in the fixed account on that date.

You can make 12 transfers in a policy year without charge. We may charge a
transfer fee for additional transfers in a policy year. The current transfer fee
is the lesser of $25 or 2% of the amount transferred. You may tell us how much
of the transfer fee is to come from the unloaned value in the fixed account and
from the values in each of the variable options. If you do not tell us, we will
make a deduction proportionally based on the relation the unloaned values in the
fixed account and the value in the variable options have to the total unloaned
value in the Policy Account.

We have not designed this policy or the underlying portfolios for use by
professional market timing organizations, other entities, or persons using
programmed, large, or frequent transfers. Such activity may be disruptive to a
portfolio.

You may elect to make transfers by telephone. To elect this option, you must do
so in writing. If there are joint owners, the instructions will be accepted from
either one of the joint owners unless you inform us otherwise. We will use
reasonable procedures to confirm that instructions communicated by telephone are
genuine. If we do not, we may be liable for any losses due to unauthorized or
fraudulent instructions. We tape record all telephone instructions.

DOLLAR COST AVERAGING

Dollar Cost Averaging is a program which enables you to transfer specified
dollar amounts from the Money Market Fund or the U.S. Government Securities Fund
to other portfolios (maximum of 8) at regular intervals. By allocating on a
regularly scheduled basis, you may be less susceptible to the impact of market
fluctuations.

Dollar Cost Averaging may be selected for a period of 12 to 36 months. The
minimum amount per period that can be transferred is $1,000. All dollar cost
averaging transfers are made effective the 10th of the month (or the next
business day if the 10th of the month is not a business day). You can elect to
participate in this program at any time by:

- properly completing the Dollar Cost Averaging election form;
- returning it to us by the first of the month (to be effective that
month); and
- insuring that sufficient value is in either the Money Market Fund or the
U.S. Government Securities Fund.

Dollar Cost Averaging will terminate when any of the following occurs:

1) the number of designated transfers has been completed;
2) you do not have enough money in the Money Market Fund or the U.S.
Government Securities Fund to make the transfer (if less money is
available, that amount will be dollar cost averaged and the program
will end);
3) you request termination in writing and the writing is received by the
first of the month; or
4) your policy is terminated.

There is no current charge for Dollar Cost Averaging but we reserve the right to
charge for this program in the future.

4. EXPENSES

There are charges and other expenses associated with the policy that reduce the
return on your investment in the policy. The charges and expenses are:

MORTALITY AND EXPENSE RISK CHARGE

We deduct a mortality and expense risk charge from each variable option each
business day. This risk charge is guaranteed not to exceed, on an annual basis,
0.90% of your average Policy Account value. The current risk charge is equal to
0.60%.

This risk charge compensates us for assuming the mortality and expense risks
under the policy. The mortality risk assumed by us is that the insureds, as a
group, may not live as long as expected. The expense risk assumed by us is that
actual expenses may be greater than those assumed. We are responsible for the
administration of the policy. We expect to profit from this charge.

ADMINISTRATIVE CHARGES

We deduct administrative charges from each variable option each business day and
from your Policy Account on each monthly anniversary date. The charge is equal,
on an annual basis, to 0.15% of your average Policy Account value. There is also
a policy charge which is equal to $20 per policy month for the first policy
year. Thereafter, it is guaranteed to not exceed $9 per policy month. Currently,
the charge is $5 per policy month after the first policy year. This charge will
be waived if the Policy Account is equal to or greater than 15% of the initial
face amount plus the requested face amount increases.

The charges reimburse us for expenses incurred in the administration of the
policies. Such expenses include: confirmations, annual reports and account
statements, maintenance of policy records, maintenance of variable account
records, administrative personnel costs, mailing costs, data processing costs,
legal fees, accounting fees, filing fees, the costs of other services necessary
for policy owner servicing and all accounting, valuation, regulatory and
updating requirements.

INSURANCE RISK CHARGES

This charge compensates us for the insurance coverage we provide in the month
following the charge. The insurance risk charge for each policy month equals the
total of the insurance risk charges for the policy month for each Face Amount of
Insurance portion then in effect. To determine the insurance risk charge for a
Face Amount of Insurance portion for a policy month, we multiply:

- the Insurance Risk Amount for the Face Amount of Insurance portion for
that month; by
- the cost of insurance rate that applies to the Face Amount of Insurance
portion for that month.

The Insurance Risk Amount for a Face Amount of Insurance portion for a policy
month equals the excess of:

- the death benefit associated with that Face Amount of Insurance portion;
over
- the value of the Policy Account at the beginning of the policy month,
before the monthly deduction for the month is subtracted.

The cost of insurance rate for a Face Amount of Insurance portion for a policy
month equals the sum of:

- the standard cost of insurance rate for that month from the table of our
standard cost of insurance rates; and
- an additional rate for any extra mortality risk classification that
applies for the Face Amount of Insurance portion.

The additional rate for an extra mortality risk classification for any policy
month equals the amount of extra mortality that the risk classification
represents for that month.

The total cost of insurance rate for a policy month will be uniform for all Face
Amount of Insurance portions that:

- are in the same Face Amount band, sex, and risk classification;
- take effect when the insureds are the same age; and
- have been in force the same length of time.

We may change our standard cost of insurance rates from time to time based on
our expectations as to future cost elements such as: investment earnings,
mortality, persistency, expenses and taxes. Any change we make will apply to all
Face Amount portions in the same risk classification.

The declared standard cost of insurance rates for each policy month will not be
more than the amount shown in the table contained in your policy. The table is
based on the insured's age at his or her last birthday at the beginning of each
year (attained age), the insured's sex and whether or not the insured has
qualified for the non-smoker classification. For the initial Face Amount of
Insurance, the insured's attained age is determined at the beginning of each
policy year. For each Face Amount increase, attained age is determined at the
beginning of each policy year measured from the date the increase took effect.

Since the mortality tables used with the policy distinguish between males and
females, the cost of insurance and the benefits payable will differ between
males and females of the same age. Employers, employee plans and employee
organizations should seek legal advice to determine whether the Civil Rights Act
of 1964, Title VII, or other applicable law prohibits the use of sex distinct
mortality tables. We will offer the policy based upon unisex mortality tables
where required.

CHARGES FOR ADDITIONAL BENEFIT RIDERS

The amount of the charge, if any, each policy month for additional benefit
riders is determined in accordance with the rider and is shown on the coverage
page of your policy.

SURRENDER CHARGES

A surrender charge may be deducted if you make a full or partial surrender. The
surrender charge consists of 2 parts: a deferred administrative expense and a
deferred sales load.

The deferred administrative expense is $5.00 per $1,000 of Face Amount of
Insurance for the first 3 policy years. The charge then grades down to zero over
policy years 4 through 13.

The deferred sales load is the lesser of 30% of the Surrender Charge Premium
(SCP), plus 5% of all premiums over the SCP, or the following percentage of SCP.

YEARS % of SCP
----- --------

1-8............................................. 65%
9.............................................. 60%
10.............................................. 55%
11.............................................. 44%
12.............................................. 33%
13.............................................. 22%
14.............................................. 11%
15+............................................. 0%

The SCP is equal to the Annual Guaranteed Coverage Premium for the base policy
death benefit coverage of a standard mortality risk. The SCP varies with the
issue age, sex, and smoking classification of the insured as well as the Face
Amount of the base policy.

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

The surrender charge may also be deducted in the event of a decrease in Face
Amount.

The surrender charge at any time during the first policy year equals the
surrender charge at the end of the year. The surrender charge during any
subsequent policy year is calculated based on end of year surrender charges and
the portion of the year that has been completed.

When the policy terminates, your Policy Account may be less than the surrender
charge. If this happens, you will not have to pay the difference. If the policy
is reinstated, the surrender charge will also be reinstated.

PARTIAL SURRENDER FEE

If you surrender only a portion of your Net Cash Value at any time during the
insured's lifetime, there is an administrative fee assessed. This fee is
currently equal to the lesser of $25 or 2% of the partial surrender amount. You
can make a partial surrender once each policy year that does not exceed 10% of
the Net Cash Value without incurring a surrender charge or the partial surrender
fee.

PREMIUM FEE

This fee is used to pay for premium taxes charged by some states and other
governmental entities (e.g., municipalities). Allianz Life is responsible for
the payment of these taxes and will make a deduction from the value of the
policy for them. This fee is also used to pay for other expenses associated with
premium collection. The charge is equal to 2.5% of each premium payment.

TRANSFER FEE

You may transfer values from one variable option to another, or to or from the
fixed account. The first 12 transfers in a policy year are free. The fee for
each additional transfer is currently the lesser of $25 or 2% of the amount
transferred. Prescheduled automatic dollar cost averaging transfers are not
counted nor is the transfer of the initial premium at the end of the free look
period counted when we determine transfer fees.

INCOME TAX CHARGE

We do not currently assess any charge for income taxes which we incur as a
result of the operation of the variable options. We reserve the right to assess
a charge for such taxes against the variable options or your Policy Account if
we determine that such taxes will be incurred.

FRANKLIN VALUEMARK FUNDS - ANNUAL PORTFOLIO EXPENSES

There are deductions from and expenses paid out of the assets of the various
portfolios which are summarized below. See the Franklin Valuemark prospectus for
a complete description.

The "Management and Portfolio Administration Fees" below are the amounts that
were paid to the Managers and Portfolio Administrators for the 1998 calendar
year.

Management
And Portfolio Other Total Annual
Administration Fees Expenses
Expenses1
---------------------------------------------------------
<S> <C> <C> <C>
Capital Growth Fund................................ .75% .02% .77%
Global Health Care Securities Fund................. .75% .11% .86%
Global Utilities Securities Fund................... .47% .03% .50%
Growth and Income Fund............................. .47% .02% .49%
High Income Fund................................... .50% .03% .53%
Income Securities Fund............................. .47% .03% .50%
Money Market Fund.................................. .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 Fund.............................. .75% .06% .81%
Zero Coupon Fund - 2005............................ .37% .03% .40%
Zero Coupon Fund - 2010............................ .37% .03% .40%
<FN>

1. The 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 "Management" in the Franklin Valuemark Funds Prospectus
for further information regarding these fees.
</FN>
</TABLE>

5. DEATH BENEFIT

The amount of the death benefit depends on the total Face Amount of Insurance,
your Policy Account on the date of the insured's death and the death benefit
option (Option A or Option B) in effect at that time. The actual amount we pay
the beneficiary will be reduced by any outstanding Policy Debt.

The total Face Amount is the sum of all of the Face Amount portions. The initial
Face Amount and each Face Amount increase still in effect are Face Amount
portions. The initial Face Amount and the death benefit option in effect on the
issue date (the date when the insured=s life is covered under the policy) are
shown on the coverage page of your policy.

Option A. The amount of the death benefit under Option A is the greater of:

- the total Face Amount at the beginning of the policy month when the death
occurs; or
- the Policy Account on the date of death multiplied by the applicable
factor from the Table of Death Benefit Factors contained in your policy.

Option B. The amount of the death benefit under Option B is the greater of:

- the total Face Amount at the beginning of the policy month when the death
occurs plus the Policy Account on the date of death; or
- the Policy Account on the date of death multiplied by the applicable
factor from the Table of Death Benefit Factors contained in your policy.

CHANGE IN DEATH BENEFIT

You may change the death benefit option after your policy has been in force for
at least one year, subject to the following requirements:

- you must request the change in writing;
- once you have changed the death benefit option, it cannot be changed
again for the next 3 years;
- if you want to change death benefit Option A to Option B, you must submit
proof satisfactory to us that the insured is still insurable at the
risk classification that applies for the initial Face Amount. The Face
Amount will not change; and
- if you want to change death benefit Option B to Option A, the Face Amount
will be increased by an amount equal to the Policy Account on the date
of the change. The risk classification for the last Face Amount portion
to go into effect which is still in force will apply to the Face Amount
increase. This increase will not result in any increase in premiums,
expense charges or surrender charges.

Any change in a death benefit option will take effect on the monthly anniversary
date on or following the date we approve the request for the change.

CHANGE IN FACE AMOUNT OF INSURANCE

You may change the Face Amount of Insurance of your policy on any monthly
anniversary date after your policy has been in force at least one year. Once the
Face Amount has been changed, it cannot be changed again for the next 12 months.

Face Amount Increases. To increase the Face Amount of Insurance you must:

- submit an application for the increase;
- submit proof satisfactory to us that the insured is an insurable risk;
and
- pay any additional premium which is required.

The Face Amount of your policy can only be increased before your insured reaches
age 81. Each Face Amount increase must be at least as large as the minimum Face
Amount increase (currently $25,000). A Face Amount increase will take effect on
the monthly anniversary date on or following the day we approve the application
for the increase.

The risk classification that applies for any Face Amount increase may be
different from the risk classification that applies for the initial Face Amount.

The following changes will be made to reflect the increase:

- The Guaranteed Coverage Premium will be increased.
- The monthly administrative charge will increase to $20 per month for the
12 months following the increase.
- Additional surrender charges equal to the Face Amount increase (in
$1,000's) multiplied by the surrender charge factors will apply for
13 years following the increase.

We will furnish a revised coverage page of your policy that shows:

- the risk classification and the amount of the increase; and
- the values for the changes described above.

Face Amount Decreases. You must request in writing any decrease in Face Amount
of Insurance. The decrease will take effect on the later of:

- the monthly anniversary date on or following the day we receive your
request for the decrease; or
- the monthly anniversary date one year after the last change you made in
Face Amount.

A Face Amount decrease will be used to reduce any previous Face Amount increases
which are then in effect starting with the latest increase and continuing in the
reverse order in which the increases were made. If any portion of the decrease
is left after all Face Amount increases have been reduced, it will be used to
reduce the initial Face Amount. We will not permit a Face Amount decrease that
would reduce the initial Face Amount below the minimum Face Amount, currently
$100,000.

The Guaranteed Coverage Premium will be reduced to reflect the Face Amount
decrease. The new Guaranteed Coverage Premium will be shown on a revised
coverage page of your policy.

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

- the total of the current surrender charge for the amount of each Face
Amount portion reduced; or
- the Policy Account when the decrease is made.

The charge will be deducted for each Face Amount portion reduced, starting with
the charge for the first Face Amount portion reduced, and continuing in the same
order in which the reductions are made until the charge is completely deducted.

Future surrender charges will be reduced proportionately for any charges
deducted. After the Face Amount is decreased, the surrender charges for each
Face Amount portion for which a charge is deducted will be equal to the
surrender charges shown for that Face Amount portion on the coverage page of
your policy, or in the revised coverage page, multiplied by the ratio of:

- the amount of the surrender charge in effect for the Face Amount portion
at the time the charge is deducted minus the a mount of the charge
deducted for the Face Amount portion; divided by
- the amount of the surrender charge in effect for the Face Amount portion
at the time the charge is deducted.

GUARANTEED DEATH BENEFIT RIDER

You can elect a Guaranteed Death Benefit Rider. This rider provides that the
Policy will remain in force to attained age 95 for death benefit Option A
policies and to attained age 80 for death benefit Option B policies, regardless
of the performance of the underlying portfolios, so long as you pay the minimum
required premium. The premium required is significantly higher than the minimum
premium required to issue the policy and to keep it in force. There is an
additional charge for this benefit, currently $0.01 per $1000 of Face Amount per
policy month. A policy cannot have both the Guaranteed Death Benefit Rider and
any of the following riders:

- Insured Term Rider
- Spouse Term Rider

ACCELERATED DEATH BENEFIT RIDER

You can elect the Accelerated Benefit Rider. This rider provides that you may
elect to receive some of the death benefit proceeds of the policy if the insured
is suffering from a terminal illness, as defined in the rider. Receipt of an
accelerated death benefit amount may be taxable. You should contact your
personal tax or financial adviser for specific information.

Death benefits, Cash Values, if any, and loan values, if any, will be reduced if
a benefit is paid pursuant to this rider.

There is an administrative charge for this benefit which is guaranteed not to
exceed the lesser of $1,000 or 2% of the benefit. This limit may vary depending
on the state in which the policy was purchased. The current administrative
charge is $150.

The receipt of an accelerated death benefit amount may adversely affect the
recipient's eligibility for Medicaid or other government benefits or
entitlements.

6. TAXES

NOTE: We have prepared the following information on federal income taxes as a
general discussion of the subject. It is not intended as tax advise to anyone.
You should consult your tax adviser about your own circumstances. We have
included an additional discussion regarding taxes in Part II.

LIFE INSURANCE IN GENERAL

Life insurance, such as this policy, is a means of providing for death
protection and setting aside money for future needs. Congress recognized the
importance of such planning and provided special rules in the Internal Revenue
Code (Code) for life insurance.

Simply stated, these rules provide that you will not be taxed on the earnings on
the money held in your life insurance policy until you take the money out.
Beneficiaries generally are not taxed when they receive the death proceeds upon
the death of the insured.

TAKING MONEY OUT OF YOUR POLICY

You, as the owner, will not be taxed on increases in the value of your policy
until a distribution occurs either as a surrender or as a loan. If your policy
is a MEC, any loans or surrenders from the policy will be treated as first
coming from earnings and then from your investment in the policy. Consequently,
these distributed earnings are included in taxable income.

The Code also provides that any amount received from a MEC which is included in
income may be subject to a 10% penalty. The penalty will not apply if the income
received is: (1) paid on or after the taxpayer reaches age 59 2 ; (2) paid if
the taxpayer becomes totally disabled (as that term is defined in the Code); or
(3) in a series of substantially equal payments made annually (or more
frequently) for the life or life expectancy of the taxpayer.

If your policy is not a MEC, any surrender proceeds will be treated as first a
recovery of the investment in the policy and to that extent will not be included
in taxable income. Furthermore any loan will be treated as indebtedness under
the policy and not as a taxable distribution. See AFederal Tax Status@ in Part
II for more details including an explanation of whether your policy is a MEC.

DIVERSIFICATION

The Code provides that the underlying investments for a variable life policy
must satisfy certain diversification requirements in order to be treated as a
life insurance contract. We believe that the portfolios are being managed so as
to comply with such requirements.

Under current federal tax law, it is unclear as to the circumstances under which
you, because of the degree of control you exercise over the underlying
investments, and not us would be considered the owner of the shares of the
portfolios. If you are considered the owner of the investments, it will result
in the loss of the favorable tax treatment for the policy. It is unknown to what
extent owners are permitted to select portfolios, to make transfers among the
portfolios or the number and type of portfolios owners may select from without
being considered the owner of the shares. If guidance from the Internal Revenue
Service is provided which is considered a new position, the guidance would
generally be applied prospectively. However, if such guidance is considered not
to be a new position, it may be applied retroactively. This would mean that you,
as the owner of the policy, could be treated as the owner of the portfolios. Due
to the uncertainty in this area, we reserve the right to modify the policy in an
attempt to maintain favorable tax treatment.

7. ACCESS TO YOUR MONEY

POLICY LOANS

We will loan money to you at the loan interest rate we establish for each policy
year during which the loan is outstanding. Your request for a loan must be in
writing.

The policy loan will be divided into two parts, the preferred loan and the
non-preferred loan. A preferred loan may be made not more than once per policy
year, beginning the later of:

- the tenth policy anniversary; or
- the anniversary following the insured's 60th birthday.

No more than 10% of the Cash Value of your policy at the time of the loan may be
made as a preferred loan. Any portion of a loan that is not a preferred loan is
a non-preferred loan.

The policy loan will be allocated to the fixed account. If the policy loan
requested exceeds the loan limit, you may also request a transfer of values from
the variable options to the fixed account. These values will be determined at
the time you request the transfer. If you do not indicate the proportions of the
variable options to be transferred, we will make the transfers based on the
proportions that your Policy Account in the variable options bear to the total
unloaned value in the Policy Account. Policy loans may have federal tax
consequences (see "Federal Tax Status").

LOAN INTEREST CHARGED

There may be a lower declared loan interest rate each year for the preferred
loan than for the non-preferred loan. We will determine the loan interest rates
for a policy year at least 60 days before the policy year begins. The maximum
annual loan interest rates we will use for preferred and non-preferred loans for
a policy (the maximum allowable rate) are the greater of:

- the guaranteed interest rate for the fixed account shown on the coverage
page of your policy for a policy year (currently 3.5% for all policy
years) plus 1%; or
- Moody's Corporate Bond Yield Average, Monthly Average Cooperates as
published by Moody's Investors Service, Inc., for the calendar month
ending two months before the date on which the loan interest rate is
determined.

If Moody's Corporate Bond Yield Average, Monthly Average Cooperates is no longer
published on a timely basis, we will use a substantially similar average
approved by the insurance department in the state where your policy was
delivered to determine the maximum allowable rate.

If the maximum allowable rate for a policy is at least 1/2% lower than the loan
interest rate in effect for the previous policy year, we will decrease the loan
interest rate to not more than the maximum allowable rate. If the maximum
allowable rate for a policy year is at least 1/2% higher than either loan
interest rate in effect for the previous policy year, we may increase either
loan interest rate to not more than the maximum allowable rate.
We will not use a loan interest rate for any policy year that exceeds 15%.

We will notify you as to the preferred loan and non-preferred loan interest
rates that apply at the time a new loan is made or when any Policy Debt is
reinstated. If either loan interest rate that applies to an existing policy loan
is increased, we will notify you in writing at least 30 days before the new rate
takes effect.

When a loan is made, interest for the rest of the current policy year must be
paid in advance. If interest is not paid when due, it will be added to the
Policy Debt and allocated to the fixed account. The accumulation of preferred
loans, together with interest on such loans, is the preferred debt. The
accumulation of non-preferred loans, together with interest on such loans, is
the non-preferred debt.

Total Policy Debt is the sum of the preferred debt and the non-preferred debt,
and equals the total outstanding loan with interest. If the total Policy Debt
(including interest in advance) exceeds the fixed account, we will transfer
values from the variable options to the fixed account if such values are
available, based on the proportions that the values in the variable options bear
to the total value of the variable options. The unpaid interest will then be
treated as part of the Policy Debt and will bear interest at the loan rates.

LOAN LIMIT

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

The loan limit equals:

- the Cash Value on the date the loan is made; minus
- interest for the rest of the current Policy Year;
- minus any existing Policy Debt.

SECURITY

The policy will be the only security for the loan.

RESTRICTIONS ON MAKING LOANS

Loans will not be available during a grace period or after the insured dies.

REPAYING POLICY DEBT

The Policy Debt, or any part, may be repaid at any time as long as the Policy is
in force. We have the right to not accept partial loan repayments for amounts
less than $50. Any Policy Debt outstanding will be deducted before any benefit
proceeds are paid or applied under a payment option.

Repayments will be applied first to the non-preferred debt, and then to the
preferred debt, unless you specify differently.

Repayments will be allocated to the fixed account and to the variable options
based on the premium allocation schedule then in effect, unless a different
allocation is requested.

When there is Policy Debt outstanding, any payments received will be applied
first as repayment of debt, rather than as premium, unless we are instructed
otherwise.

PARTIAL SURRENDERS

You may make a partial surrender from the Net Cash Value at any time during the
insured's life and before the policy has terminated. The minimum partial
surrender amount is currently $500. The partial surrender may not exceed the Net
Cash Value, less $300.

We will assess a partial surrender fee when a partial surrender is made. The
maximum partial surrender fee we will charge is $50 and the current charge is
the lesser of 2% of the partial surrender amount or $25. In addition, a
surrender charge may be assessed on the amount surrendered. See "Surrender
Charges" above. You may make a partial surrender once each policy year that does
not exceed 10% of the Net Cash Value without incurring a surrender charge or the
partial surrender fee.

When a partial surrender is made, the amount of the partial surrender, the
partial surrender fee and the surrender charge, if any, will be deducted from
the Policy Account. You elect how much of each partial surrender, partial
surrender fee and surrender charge is to come from the unloaned value in the
fixed account and from values in each of the variable options. If you do not so
elect, or if we cannot make the surrender on the basis of the your direction or
those allocation percentages, we will make it based on the proportions that the
unloaned value in the fixed account and unloaned values in the variable options
bear to the total unloaned value in the Policy Account.

The Face Amount will be reduced if death benefit Option A is in effect when a
partial surrender is made. Such a reduction will be equal to the amount of the
partial surrender minus the excess, if any, of:

- the death benefit at the time the partial surrender is made; over
- the Face Amount at the time the partial surrender is made.

However, if the amount of the partial surrender is less than or equal to the
excess described above, the Face Amount will not be reduced.

Any Face Amount reduction will be used first to reduce any Face Amount increases
then in effect starting with the latest increase and continuing in the reverse
order in which the increases were made. If any of the reduction is left after
all Face Amount increases have been reduced, it will be used to reduce the
initial Face Amount.

We will not permit a partial surrender that would reduce the Face Amount below
the minimum Face Amount (currently $100,000). We may limit the number of partial
surrenders you can make in a policy year, but you will always be allowed to make
at least one partial surrender if the surrender meets these requirements.

FULL SURRENDERS

You may completely surrender your policy and receive the Net Cash Value anytime
during the insured's life and before the policy has terminated.

The full surrender will take effect on the later of:

- the date we receive your written request for the surrender; or
- the date you request, in writing, for the surrender to take effect.

The policy and all coverage under it will terminate at 12:01 a.m. at our
ValueLife Service Center on the date the surrender takes effect.

Partial and full surrenders may have federal tax consequences (see "Federal Tax
Status").

8. OTHER INFORMATION

THE COMPANY

Allianz Life Insurance Company of North America is a stock life insurance
company organized under the laws of the state of Minnesota in 1896.

We are a wholly-owned subsidiary of Allianz Versicherungs-AG Holding
("Allianz"). Allianz is headquartered in Munich, Germany, and has subsidiaries
throughout the world. We offer fixed and variable life insurance and annuities,
and group life, accident and health insurance.

Administration for the policy is provided at our service center located in
Dallas, Texas until _________ __, 1999:

Allianz Life ValueLife Service Center
c/o CSC Financial Services Group
5525 LBJ Freeway, Suite 500
Dallas, TX 75240-6211
or
P.O. Box 219066
Dallas, TX 75221
(800) 525-7330

Starting _________ __, 1999, administration for the policy will be provided at
our Berwyn, Pennsylvania service center:

Delaware Valley Financial Service Center
300 Berwyn Park
P.O. Box 3031
Berwyn, Pennsylvania 19312-0031
(800) 336-0320

YEAR 2000

Allianz Life has initiated programs to ensure that all of the computer systems
utilized to provide services and administer policies will function properly in
the year 2000. An assessment of the total expected costs specifically related to
the year 2000 conversion has been completed. These costs are expensed as
incurred and total costs are not expected to have a significant effect on
Allianz Life's financial position or results of operations. Allianz Life
believes it is taking steps that are reasonably designed to address the
potential failure of computer systems used by its service providers and to
ensure its year 2000 program is completed on a timely basis. There can be no
assurance, however, that the steps taken by Allianz Life will be adequate to
avoid any adverse impact.

THE SEPARATE ACCOUNT

We established a separate account, Allianz Life Separate Account A (Separate
Account), to hold the assets that underlie the policies.

The assets of the Separate Account are held in our name on behalf of the
Separate Account and legally belong to us. However, those assets that underlie
the policies, are not chargeable with liabilities arising out of any other
business we may conduct. All the income, gains and losses (realized or
unrealized) resulting from those assets are credited to or against the policies
and not against any other policies we may issue. The Separate Account is divided
into variable options. (The variable options are referred to as sub-accounts in
the policy.)

DISTRIBUTORS

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

The policy is distributed through the principal underwriter, NALAC Financial
Plans, LLC, 1750 Hennepin Avenue, Minneapolis, MN, 55403, a wholly-owned
subsidiary of ours. NALAC Financial Plans, LLC provides marketing services, and
is reimbursed for expenses incurred in the distribution of the policies.

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

SUSPENSION OF PAYMENTS OR TRANSFERS

We may be required to suspend or postpone any payments or transfers for any
period when:

1) the New York Stock Exchange is closed (other than customary weekend
and holiday closings);
2) trading on the New York Stock Exchange is restricted;
3) an emergency exists as a result of which disposal of shares of the
portfolios is not reasonably practicable or we cannot reasonably
value the shares of the portfolios;
4) during any other period when the Securities and Exchange
Commission, by order, so permits for the protection of owners.

We may defer the portion of any transfer, amount payable or surrender, or Policy
Loan from the fixed account for not more than 6 months

OWNERSHIP

OWNER. You, as the owner of the policy, have all of the rights under the policy
subject to:

- the rights of any assignee; and
- the rights of any irrevocable beneficiary.

The owner can also be the insured. If you die while the policy is still in force
and the insured is living, ownership passes to your successor owner or if you
have not designated a successor owner, then your estate becomes the owner.

JOINT OWNER. The policy can be owned by joint owners. Authorization of both
joint owners is required for all policy changes except for telephone transfers.

BENEFICIARY. The beneficiary is the person(s) or entity(ies) you name to receive
any death proceeds. The beneficiary is named at the time the policy is issued
unless changed at a later date. You can name a contingent beneficiary prior to
the death of the insured. Unless an irrevocable beneficiary has been named, you
can change the beneficiary at any time before the insured dies. If there is an
irrevocable beneficiary, all policy changes except premium allocations and
transfers require the consent of the beneficiary.

Primary and contingent beneficiaries are as named in the application, unless you
make a change. To change a beneficiary, you must send us a written request. We
may require the policy to record the change. The request will take effect when
signed, subject to any action we may take before receiving it.

One or more irrevocable beneficiaries may be named.

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

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

ASSIGNMENT. You can assign (transfer ownership) the policy. A copy of any
assignment must be filed with the ValueLife Service Center. We are not
responsible for the validity of any assignment. If you assign the policy, your
rights and those of any revocably-named person will be subject to the
assignment. An assignment will not affect any payments we may make or actions we
may take before such assignment has been recorded at our ValueLife Service
Center. This may be a taxable event. You should consult a tax adviser if you
wish to assign the policy.

MATURITY BENEFIT. This is an amount equal to the Policy Account less any
outstanding Policy Debt on your policy. This amount is paid to you on the
maturity date.

MATURITY DATE. The policy provides that we will pay the Policy Account value,
less any Policy Debt, to you on the maturity date if the policy is still in
force. We will not accept any premiums after the maturity date.

<PAGE>

PART II
<TABLE>
<CAPTION>

EXECUTIVE OFFICERS AND DIRECTORS

As of May 1, 1999, the directors and executive officers of Allianz Life
Insurance Company of North America (Allianz Life) and their principal
occupations for the past 5 years are as follows:

NAME PRINCIPAL OCCUPATIONS DURING THE PAST FIVE YEARS
- -----------------------------------------------------------------------------------
<S> <C>
Lowell C. Anderson Chairman, President and Chief Executive Officer of
Allianz Life 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 Allianz Life since April 1997. Formerly
Second Vice President, Senior Counsel and Assistant
Secretary of Allianz Life.

Paul Howman Vice President -- Underwriting of Allianz Life since
1995.

Robert S. James President -- Individual Marketing Division of Allianz
Life since March 31, 1995. Previously President of
Financial Markets Division.

Edward J. Bonach Senior Vice President --Chief Financial Officer and
Treasurer of Allianz Life since 1993. Previously
Senior Vice President and Chief Actuary.

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

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

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

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

</TABLE>

VOTING

Pursuant to our view of present applicable law, we will vote the shares of the
portfolios at special meetings of shareholders in accordance with instructions
received from all owners having a voting interest. We will vote shares for which
we have not received instructions. We will vote all shares in the same
proportion as the shares for which we have received instructions. We will vote
our shares in the same manner. Franklin Valuemark Funds does not hold regular
meetings of shareholders.

If the Investment Company Act of 1940 or any regulation thereunder is amended or
if the present interpretation of the Act changes so as to permit us to vote the
shares in our own right, we may elect to do so.

Your voting interest in the portfolios is determined as follows:

- You may cast one vote for each $100 of Account Value which is allocated
to a variable option on the record date. Fractional votes are counted.
- The number of shares which you can vote will be determined as of the date
chosen by us. This will be done not more than 60 days prior to the
meeting of the portfolio. Voting instructions will be solicited by
written communication at least 14 days prior to such meeting.
- You will receive periodic reports relating to the portfolios in which you
have an interest, as well as any proxy material and a form with which to
give us such voting instructions.

DISREGARD OF VOTING INSTRUCTIONS

We may, when required to do so by state insurance authorities, vote shares of
the portfolios without regard to instructions from owners. We will do this if
such instructions would require the shares to be voted to cause a portfolio to
make, or refrain from making, investments which would result in changes in the
sub-classification or investment objectives of the portfolio. We may also
disapprove changes in the investment policy initiated by owners or
trustees/directors of the portfolios, if such disapproval:

- is reasonable and is based on a good faith determination by us that the
change would violate state or federal law;
- the change would not be consistent with the investment objectives of the
portfolios; or
- which varies from the general quality and nature of investments and
investment techniques used by other portfolios with similar investment
objectives underlying other variable contracts offered by us or of an
affiliated company.

In the event we do 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.

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.

OUR RIGHT TO CONTEST

We cannot contest the validity of the policy except in the case of fraud after
it has been in effect during the insured's lifetime for two years. If the policy
is reinstated, the two-year period is measured from the date of reinstatement.
In addition, if the insured commits suicide in the two-year period, or such
period as specified in state law, the benefit payable will be limited to
premiums paid less Policy Debt and less any surrenders. We also have the right
to adjust any benefits under the policy if the answers in the application
regarding the use of tobacco are not correct.

FEDERAL TAX STATUS

NOTE: The following description is based upon our understanding of current
federal income tax law applicable to life insurance in general. We 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. We believe
that the policies to be issued will qualify as "life insurance contracts" under
section 7702. We do 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 our 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.

We are taxed as a life insurance company under the Code. For federal income tax
purposes, the Separate Account is not a separate entity from us and its
operations form a part of us.

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 these policies,
will 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. For purposes of these regulations, all securities of the same
issuer are treated as a single investment. 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."

We intend that each portfolio underlying the policies will be managed by the
managers 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 Separate Account will cause the owner to be treated as the
owner of the assets of the Separate 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 policyowner 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 the owner of the assets of the Separate 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 you being retroactively
determined to be the owner of the assets of the Separate Account.

Due to the uncertainty in this area, we reserve 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, we have 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 we have 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 our 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. You should consult your own tax advisers with respect
to the tax consequences of purchasing the policy.

POLICY PROCEEDS. The tax treatment accorded to loan proceeds and/or surrender
payments from the policies will depend on whether the policy is considered to be
a MEC. (See "Tax Treatment of Loans and Surrenders.") Otherwise, we believe that
the policy should receive the same federal income tax treatment as any other
type of life insurance. As such, the death benefit thereunder is excludable from
the gross income of the beneficiary under Section 101(a) of the Code. Also, you
are not deemed to be in constructive receipt of the Net Cash Value, including
increments thereon, under a policy until there is a distribution of such
amounts.

Federal, state and local estate, inheritance and other tax consequences of
ownership, or receipt of policy proceeds, depend on the circumstances of each
owner or beneficiary.

TAX TREATMENT OF LOANS AND SURRENDERS. Section 7702A of the Code sets forth the
rules for determining when a life insurance policy will be deemed to be a MEC. A
MEC is a contract which is entered into or materially changed on or after June
21, 1988 and fails to meet the 7-pay test. A policy fails to meet the 7-pay test
when the cumulative amount paid under the policy at any time during the first 7
policy years exceeds the sum of the net level premiums which would have been
paid on or before such time if the policy provided for paid-up future benefits
after the payment of seven (7) level annual premiums. A material change would
include any increase in the future benefits or addition of qualified additional
benefits provided under a policy unless the increase is attributable to: (1) the
payment of premiums necessary to fund the lowest death benefit and qualified
additional benefits payable in the first seven policy years; or (2) the
crediting of interest or other earnings (including policyholder dividends) with
respect to such premiums.

Furthermore, any policy received in exchange for a policy classified as a MEC
will be treated as a MEC 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 MEC if no additional premiums are paid.

Due to the flexible premium nature of the policy, the determination of whether
it qualifies for treatment as a MEC depends on the individual circumstances of
each policy.

If the policy is classified as a MEC, then surrenders and/or loan proceeds are
taxable to the extent of income in the policy. Such distributions are deemed to
be on a last-in, first-out basis, which means the taxable income is distributed
first. Loan proceeds and/or surrender payments may also be subject to an
additional 10% federal income tax penalty applied to the income portion of such
distribution. The penalty shall not apply, however, to any distributions: (1)
made on or after the date on which the taxpayer reaches age 59 2; (2) which is
attributable to the taxpayer becoming disabled (within the meaning of Section
72(m)(7) of the Code); or (3) which is part of a series of substantially equal
periodic payments made not less frequently than annually for the life (or life
expectancy) of the taxpayer or the joint lives (or joint life expectancies) of
such taxpayer and his beneficiary.

If a policy is not classified as a MEC, 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 MEC, will be treated as
indebtedness of the owner and not a distribution. Upon complete surrender, if
the amount received plus loan indebtedness exceeds the total premiums paid that
are not treated as previously surrendered by the policy owner, the excess
generally will be treated as ordinary income.

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

Policyowners should seek competent tax advice on the tax consequences of taking
loans, distributions, exchanging or surrendering any policy.

MULTIPLE POLICIES. The Code further provides that multiple MEC that are issued
within a calendar year period to the same owner by one company or its affiliates
are treated as one MEC 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. You should consult a tax adviser prior to purchasing
more than one MEC in any calendar year period.

TAX TREATMENT OF ASSIGNMENTS. An assignment of a policy or the change of
ownership of a policy may be a taxable event. You should therefore consult a
competent tax adviser should you wish to assign or change the owner of your
policy.

QUALIFIED PLANS. The policies may be used in conjunction with certain Qualified
Plans. Because the rules governing such use are complex, you should not do so
until you have consulted a competent Qualified Plans consultant.

INCOME TAX WITHHOLDING. All distributions or the portion thereof which is
includible in gross income of the policy owner are subject to federal income tax
withholding. However, in most cases you may elect not to have taxes withheld.
You may be required to pay penalties under the estimated tax rules, if
withholding and estimated tax payments are insufficient.

REPORTS TO OWNERS

We will, at a minimum, send you semi-annual and annual reports of the
portfolios. Within 30 days after each policy anniversary, we will send you an
annual statement. We may elect to send these more often. The statement will show
the current amount of death benefit payable under the policy, the current Policy
Account value, the current Net Cash Value, current Policy Debt and will show all
transactions previously confirmed. The statement will also show premiums paid
and all charges deducted during the policy year.

We will mail you confirmations within seven days of any transaction regarding:
(a) the receipt of premium; (b)any transfer between variable options; (c) any
loan, interest repayment, or loan repayment; (d)any surrender; (e) exercise of
the free look privilege; and (f) payment of the death benefit under the policy.

LEGAL PROCEEDINGS

There are no legal proceedings to which the Separate Account or the Distributor
is a party or to which the assets of the Separate Account are subject. We are
not involved in any litigation that is of material importance in relation to our
total assets or that relates to the Separate Account.

EXPERTS

The financial statements of Allianz Life Variable Account A and our consolidated
financial statements as of and for the year ended December 31, 1998 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.

FINANCIAL STATEMENTS

(Financial statements to be filed by amendment.)

<PAGE>

APPENDIX

ILLUSTRATION OF POLICY VALUES

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

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

The values shown reflect the fact that the net investment return of the variable
options is lower than the gross investment return on the assets held in the
portfolios because of the charges assessed on amounts in the variable options.
The daily investment advisory fee for the portfolios of Franklin Valuemark Funds
is assumed to be equal to an annual rate of _____% of the net assets of the
portfolios (which is the average of the investment advisory fees assessed in
1998 weighted by variable option value as of 12/31/98). The values also assume
that each portfolio will incur operating expenses annually which are assumed to
be ____% of the average net assets of the portfolio. This is the average in 1998
weighted by variable option value as of 12/31/98. The variable options will be
assessed for mortality and expense risks at a guaranteed annual rate not to
exceed 0.90% (the current annual rate is 0.60%) of the average daily net assets
of the variable option and for administrative expenses at an annual rate of
0.15% of the average daily net assets of the variable option. 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 ____%, ____% and ____%.

We deduct an insurance risk premium for a policy month from the Policy Account
values. The insurance risk premium rate is based on the sex (where permitted by
state law), attained age and rate class of the insured.

Upon request, we 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.

(Illustrations to be filed by amendment.)

<PAGE>

PART II

UNDERTAKINGS TO FILE REPORTS

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

REPRESENTATION

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

INDEMNIFICATION

The Bylaws of the Company provide that:

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

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

CONTENTS OF REGISTRATION STATEMENT

This Registration Statement comprises the following papers and documents:

The facing sheet

The Prospectus consisting of __ pages

Representations

The signatures

The following exhibits:

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

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

B. Opinion and Consent of Counsel*

C. Consent of Actuary*

D. Independent Auditors' Consent*

(1) Incorporated by reference to Registrant's Form N-8 B-2.

(2) Incorporated by reference to Registrant's Pre-Effective
Amendment No. 1.

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

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

(5) Incorporated by reference to Registrant's Post-Effective Amendment No. 12
to Form S-6, File Nos. 33-11158 and 811-4965 as electronically filed on
April 29, 1998.

* To be filed by amendment.

REPRESENTATIONS

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

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

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

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

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

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

SIGNATURES

As required by the Securities Act of 1933, the Registrant 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 27th
day of January, 1999.

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

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

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

Attest:/S/ CATHERINE L. MIELKE
----------------------------

</TABLE>

Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
Signature and Title
<S> <C> <C>
Lowell C. Anderson* Chairman of the Board 01/27/99
Lowell C. Anderson President and Chief Executive Officer Date

Herbert F. Hansmeyer* Director 01/27/99
Herbert F. Hansmeyer Date

Michael P. Sullivan* Director 01/27/99
Michael P. Sullivan Date

Dr.Jerry E. Robertson* Director 01/27/99
Dr.Jerry E. Robertson Date

Dr. Gerhard Rupprecht* Director 01/27/99
Dr. Gerhard Rupprecht Date

Edward J. Bonach* Chief Financial Officer 01/27/99
Edward J. Bonach Date

Rev. Dennis J. Dease* Director 01/27/99
Rev. Dennis J. Dease Date

James R. Campbell* Director 01/27/99
James R. Campbell Date

Robert M. Kimmitt* Director 01/27/99
Robert M. Kimmitt Date

</TABLE>

*By Power of Attorney

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

EXHIBITS

POST-EFFECTIVE AMENDMENT NO. 13

FORM S-6

ALLIANZ LIFE VARIABLE ACCOUNT A

ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA

INDEX TO EXHIBITS

Exhibit Page
- ------- ----

(To be filed by amendment)