ALLIANZ LIFE VARIABLE ACCOUNT A
485BPOS, 1999-04-29
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                                                    Registration Nos. 33-15464
=============================================================================

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                     POST-EFFECTIVE AMENDMENT NO.    22    

                                       TO

                                    FORM S-6

              FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
                     OF SECURITIES OF UNIT INVESTMENT TRUST
                            REGISTERED ON FORM N-8B-2

ALLIANZ LIFE VARIABLE ACCOUNT A
- -------------------------------
(Exact Name of Trust)

ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
- -----------------------------------------------
(Name of Depositor)




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

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

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


It is proposed that this filing will become effective:

     _____ immediately  upon filing  pursuant to paragraph  (b) of Rule 485
     __X__ on May 1, 1999 pursuant to paragraph (b) of Rule 485
     _____ 60 days after filing  pursuant to paragraph  (a)(1) of Rule 485
     _____ on (date) pursuant to paragraph (a)(1) of Rule 485

If appropriate, check the following box:

      [ ] This  Post-Effective  Amendment  designates a new effective date for a
previously filed post-effective amendment.


Title and amount of securities being registered:
     Individual Single Premium Variable Life Insurance Policies.


                        CROSS REFERENCE TO ITEMS REQUIRED
                                 BY FORM N-8B-2
   
<TABLE>
<CAPTION>

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

1            Allianz Life, The Separate Account

2            Allianz Life

3            Not Applicable

4            Distributor

5            The Separate Account

6(a)         Not Applicable
(b)          Not Applicable

9            Not Applicable

10           Purchases

11           Investment Options

12           Investment Options
          
13           Expenses

14           Purchases

15           The Separate Account

16           Investment Options

17           Policy Values, Access to your Money
             and Transfers

18           Purchases

19           Not Applicable

20           Not Applicable

21           Not Applicable

22           Not Applicable

23           Not Applicable

24           Not Applicable

25           Allianz Life

26           Allianz Life

27           Allianz Life

28           Allianz Life

29           Allianz Life

30           Allianz Life

31           Not Applicable

32           Not Applicable

33           Not Applicable

34           Not Applicable

35           Allianz Life

37           Not Applicable

38           Distributor

39           Distributor

40           Not Applicable

41(a)        Distributor

42           Not Applicable

43           Not Applicable

44           Purchases

45           Not Applicable

46           Policy Values, Access to your Money
             and Transfers

47           Not Applicable

48           Not Applicable

49           Not Applicable

50           Not Applicable

51           Allianz Life

52           Investment Options

53           Taxes

54           Financial Statements

55           Not Applicable
</TABLE>
    
 
<PAGE>
                THE SINGLE PREMIUM VARIABLE LIFE INSURANCE POLICY
                                    issued by
                         ALLIANZ LIFE VARIABLE ACCOUNT A
                                       and
                 ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
- -------------------------------------------------------------------------------

This  prospectus  describes the Single Premium  Variable Life  Insurance  Policy
(Policy)  offered by Allianz Life  Insurance  Company of North America  (Allianz
Life).

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

The Policy offers you 25 variable options,  each of which invests in a portfolio
of Franklin  Valuemark  Funds.  The portfolios are listed below.  When you buy a
Policy,  you are subject to investment  risk.  This means that the death benefit
and your Policy Value may increase and decrease  depending upon the  performance
of the  variable  option(s)  you select.  There is a  Guaranteed  Death  Benefit
payable.  However, any loans against the Policy will impact this guarantee.  You
can surrender your Policy for its Cash Surrender  Value.  No partial  surrenders
are allowed.

FRANKLIN VALUEMARK FUNDS:

PORTFOLIO SEEKING CAPITAL PRESERVATION AND INCOME:
Money Market Fund

PORTFOLIOS SEEKING INCOME:
High Income Fund
Templeton Global Income Securities Fund
U.S. Government Securities Fund
Zero Coupon Funds - 2000, 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

The portfolios are described in the attached  prospectus for Franklin  Valuemark
Funds.  You can make or lose money  based on the  portfolio's  performance.  The
Policy is subject to investment risk.

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

The Policy:

o is not a bank deposit.

o is not federally insured.

o is not endorsed by any bank or government agency.

o is not guaranteed and may be subject to loss of
principal.

The  Securities and Exchange  Commission  has not approved or disapproved  these
securities  or  determined  if this  prospectus  is  truthful 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 these securities. 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.

In Oregon, all references to "Franklin Valuemark Life" refer to "Valuemark
Life."

May 1, 1999


TABLE OF CONTENTS

Special Terms                                       3

Summary                                             3

Part I                                              5

1. The Variable Life
Insurance Policy                                    5

2. Purchases                                        6
     Single Premium                                 6
     Application for a Policy                       6
     Allocation of Single Premium                   6
     Free Look                                      6
     Grace Period                                   6
     Reinstatement                                  7
     Policy Values                                  7
     Exchange Provision                             7

3. Investment Options                               7
     Transfers                                      8
     Substitution                                   8

4. Expenses                                         8
     Insurance Charges                              8
     Cost of Insurance Charge                       8
     Deferred Issue Charge                          9
     Transfer Fee                                   9
     Taxes                                          9
     Portfolio Expenses                             9

5. Death Benefit                                   11

6. Taxes                                           11
     Life Insurance in General                     11
     Taking Money Out of Your Policy               11
     Diversification                               11

7. Access to Your Money                            12
     Loans                                         12
     Total Surrender and Termination of the Policy 12

8. Other Information                               12
     Allianz Life                                  12
     Year 2000                                     13
     The Separate Account                          13
     Distributor                                   13
     Suspension of Payments or Transfers           13
     Ownership                                     13

Part II                                            14
     Management of Allianz Life                    14
     Administration of the Policies                14
     Voting                                        14
     The Separate Account                          15
     Legal Opinions                                15
     Misstatement of Age or Sex                    15
     Right to Contest                              15
     Settlement Options                            15
     Tax Status                                    15
     Reports to Owners                             18
     Legal Proceedings                             18
     Experts                                       18
     Financial Statements                          18

Appendix A - Illustration of
Policy Values                                      79

Appendix B - Table of Net
Single Premium Factors                             86


<PAGE>


SPECIAL TERMS

We have tried to make this prospectus as readable and  understandable for you as
possible.  However,  by the very nature of the Policy certain technical words or
terms are  unavoidable.  We have  identified  some of those words or terms.  For
several of these terms we have  provided a  definition.  For the  remainder,  we
believe  that  you  will  find  an  adequate  discussion  in the  text.  We have
identified those terms not defined below in the text in italics and provided you
with a page  number  that  indicates  where we  believe  you will  find the best
explanation for the word or term.

Cash  Surrender  Value - Your  Policy  Value  less  the  sum of the  uncollected
Deductions and any Indebtedness.

Deductions - The charges we levy against your Policy.

Face  Amount - The amount of coverage  that you  choose.  This amount is used to
determine the death benefit.

Guaranteed  Death  Benefit - We  guarantee  that the Policy will remain in force
regardless of investment  experience,  unless the Indebtedness under your Policy
exceeds  the  Policy  Value  less  uncollected   Deductions.   If  there  is  no
Indebtedness, the Policy cannot lapse even if the Policy Value is $0.

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

Policy  Date,  Policy  Anniversary,  Policy  Year - The Policy  Date is when the
insured's  life is  covered  under your  Policy.  It is the date from which your
Policy Anniversaries and Policy Years are determined.

Policy  Value - The total  value of your  Policy.  It is equal to the sum of the
values  allocated to the variable  options and the values  allocated to the loan
account. (Policy Value is referred to as Account Value in the Policy.)

Processing  Date - The  Policy  Date and the same day of the month as the Policy
Date at the end of each successive  3-month period.  The Processing Date is when
we deduct charges and recalculate the death benefit.

Valuation  Unit - An accounting  unit used to calculate  Policy Values when they
are allocated to the portfolios.



                                                    Page
Beneficiary .                                        13
Business Day.                                         7
Insured.                                              3
Issue Date.                                           6
Joint Owner.                                         13
Loan Account.                                        12
Owner.                                               13
Portfolio.                                            7
Premiu.                                               6
Variable Option.                                      7

The prospectus is divided into three sections:  Summary, Part I and Part II. The
sections in the  Summary  correspond  to  sections in Part I of this  prospectus
where the topics are discussed in more detail.  Additional important information
is contained in Part II of this prospectus.


SUMMARY


1. THE VARIABLE LIFE
INSURANCE POLICY
- --------------------------------------------------------------------------------


The variable life  insurance  policy that we are offering is a contract  between
you, the owner,  and Allianz Life,  an insurance  company.  In this  prospectus,
"we", "us" and "our" refers to Allianz Life. 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.  Estate taxes may apply. The insured is
the person  whose life is insured  under the Policy.  You, the owner can also be
the insured but you do not have to be.

You can choose among the 25 variable  options.  Each variable  option invests in
one portfolio of Franklin  Valuemark Funds. The portfolios are listed in Item 3.
You can  allocate  your  unloaned  Policy  Value  to any or all of the  variable
options. You can transfer between variable options up to 12 times a year without
charge and without being taxed. If you make more than 12 transfers in a year, we
will  charge  $25 or 2% of the amount  transferred,  whichever  is less.  Market
timing transfers may not be permitted.


While the Policy is in force, the Policy Value and, under certain circumstances,
the death benefit,  will vary with the investment  performance of the portfolios
you choose.  You are not taxed on the earnings  from the variable  options until
you surrender or borrow from your Policy.


2. PURCHASES
- --------------------------------------------------------------------------------


You buy the Policy with a single premium payment.  The minimum single premium we
will accept is $20,000.  In some  circumstances,  the insured may be required to
provide us with  medical  records or a complete  paramedical  examination.  Your
registered representative can help you complete the proper forms.


3. INVESTMENT OPTIONS
- --------------------------------------------------------------------------------


The variable options each invest in a portfolio of Franklin Valuemark Funds. You
can put your  money in the  Class 1 share  portfolios  listed  below  which  are
described in the prospectus for Franklin  Valuemark  Funds.  Franklin  Valuemark
Funds offers two classes of shares.  Only Class 1 shares are available  with the
Policy.

PORTFOLIO SEEKING
CAPITAL PRESERVATION AND INCOME:
Money Market Fund

PORTFOLIOS SEEKING INCOME:
High Income Fund
Templeton Global Income Securities Fund
U.S. Government Securities Fund
Zero Coupon Funds - 2000, 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

Depending upon market  conditions and the  performance of the  portfolio(s)  you
select, you can make or lose money in any of these portfolios.


4. EXPENSES
- -------------------------------------------------------------------------------


The Policy has both insurance  features and investment  features,  and there are
costs related to each that reduce the return on your investment.

Each  business  day we deduct a total  insurance  charge  which is equal,  on an
annual basis, to 0.75% of your average Policy Value.

Each  Processing  Date we deduct  from your Policy  Value the cost of  insurance
charge.  This charge pays us for providing you with death benefit protection for
the period since the last  Processing  Date. This charge varies and depends upon
the sex, age and rating classification of the insured.

When the single  premium is  received  by us, we accrue  against  your  Policy a
deferred issue charge.  This charge  includes a premium tax charge which is 2.5%
of the premium;  a sales  charge which is 4% of the premium;  and a policy issue
charge which is 0.5% of the premium.  A portion of the deferred  issue charge is
deducted  annually for the first 10 years of the Policy.  If you surrender  your
Policy before the full amount of the deferred issue charge is deducted,  we will
collect the  remaining  portion of the charge from your Policy Value at the time
of surrender.

Under certain circumstances, we may assess a transfer fee when you transfer your
Policy Value from one variable option to another.

There are also annual portfolio  operating  expenses,  which vary depending upon
the  portfolio(s)  you select.  These  expenses  range from .49% to 1.41% of the
average daily value of the portfolios' Class 1 shares.


5. DEATH BENEFIT
- -------------------------------------------------------------------------------


The Policy  provides for a Face Amount of  insurance.  On the day we issue you a
Policy the death  benefit is the Face Amount.  Thereafter  the death benefit may
vary.  The actual amount  payable to your  beneficiary is the death benefit less
any Indebtedness.

The death benefit will be the greater of (1) your Face Amount or (2) your Policy
Value multiplied by a specified percentage. These percentages vary by the age of
the insured and are shown in your  Policy.  Therefore,  increases in your Policy
Value under certain circumstances will increase the death benefit. A decrease in
Policy Value may decrease the death benefit, but the death benefit will never be
less than the Face Amount so long as the Policy remains in force.

When you apply for a Policy,  you designate a  beneficiary  who is the person or
persons who will  receive  the death  benefit.  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 earnings are not taxed until you take them out. In most cases,  your Policy
will be a modified  endowment  contract  unless it was  exchanged for a contract
issued before June 21, 1988. Money taken out of a modified endowment contract is
considered to come from earnings first and is taxed as income.  Also, if you are
younger than 591/2 when you take money out, you may be charged a 10% federal tax
penalty on the earnings withdrawn. The death benefit is paid to your beneficiary
income tax free. However, estate taxes may apply.


7. ACCESS TO YOUR MONEY
- --------------------------------------------------------------------------------


Under the Policy you may surrender the Policy at anytime for its Cash  Surrender
Value. You can also borrow some of your Policy Value. The minimum loan amount is
$1,000.  Loans  will  affect  the death  benefit,  Policy  Value and  investment
performance. You cannot make partial surrenders.


8. OTHER INFORMATION
- --------------------------------------------------------------------------------


RIGHT TO EXAMINE

If you cancel  your  Policy  within ten days after you  receive it (or  whatever
period is required in your state),  we will return to you the greater of (1) the
premium(s) you paid or (2) your Policy Value on the day we, or the agent through
whom it was purchased,  received the returned Policy.  Until the end of the time
you are allowed to examine your Policy (15 days or the  required  period in your
state),  your premium will remain in the Money Market Fund.  After that, we will
invest your Policy Value as you requested.

WHO SHOULD PURCHASE THE POLICY?

The Policy is designed for an individual who wants to:

o create or conserve his/her estate;

o retain access to cash through loans and surrenders; and

o use the income tax advantages of life insurance.

If you  currently  own a  variable  life  insurance  policy  on the  life of the
insured,  you should consider whether the purchase of the Policy is appropriate.
Also, you should carefully consider whether the Policy should be used to replace
an existing Policy on the life of an insured.  Replacement of an existing policy
with this Policy may not be advantageous to your situation.

Allianz Life will not issue a Policy on an insured  older than 80.  However,  we
may waive this requirement under special circumstances.


9. INQUIRIES
- -------------------------------------------------------------------------------


If you need more information, please contact us at:

   Allianz Life Insurance Company of North America
   1750 Hennepin Ave.
   Minneapolis, MN 55403
   800-542-5437

If you need  Policy  owner  service  (such as  changes  in  Policy  information,
questions regarding Policy Values, or to make a loan), please contact us at:

   Valuemark Service Center
   300 Berwyn Park
   P.O. BOX 3031
   Berwyn, PA 19312
   800-624-0197


PART I


1. THE VARIABLE LIFE
INSURANCE POLICY
- --------------------------------------------------------------------------------


This variable life insurance  policy is a contract  between you, the owner,  and
Allianz  Life, an insurance  company.  This kind of policy is most commonly used
for estate planning.

While the insured is still  alive,  you can select  among the  variable  options
offered in the Policy.  (There are  currently 25 variable  options each of which
invests in a portfolio of Franklin Valuemark Funds. The portfolios are listed in
Item 3.) You can  transfer  between the  variable  options up to 12 times a year
without  charge.  The Policy  Value and,  under  some  circumstances,  the death
benefit  will go up or down  depending  upon the  investment  experience  of the
portfolio(s)  you select.  This gives you the  opportunity to capture the upside
potential of the market. It also means you could lose money.

While  your money  remains in the  Policy,  you pay no current  income  taxes on
earnings or gains. This is called tax-deferred accumulation. It helps your money
grow  faster.  Subject to some  limitations,  you may take money out at any time
through loans or a surrender. There are no partial surrenders allowed, only full
surrenders.  However,  any  money  you  take  out,  even as a loan,  is taxed as
earnings  until all  earnings  have been  removed  from the  Policy.  If you are
younger than age 591/2 when you take money out, you may also incur an additional
10%  federal tax  penalty.  If you  purchased a Policy in exchange  for a policy
issued prior to June 21, 1988,  different  tax rules may apply.  (See Section 6.
Taxes. Part II also contains more detailed information regarding taxes.)

Because this is a life insurance policy,  it provides a death benefit,  which is
an amount  greater  than your Policy  Value.  When the insured  dies,  the death
benefit  (minus  any  loans  and  any  accrued  loan  interest)  is paid to your
beneficiary free from federal income tax. Estate taxes may apply.


2. PURCHASES
- --------------------------------------------------------------------------------


SINGLE PREMIUM

The  single  premium  is the money you give us to buy the  Policy.  The  minimum
single  premium we will  accept is $20,000.  When you apply for the Policy,  you
request a specific amount of insurance  which will vary  depending,  in part, on
the amount of the  premium  you pay.  We call this amount the Face Amount of the
Policy. The Internal Revenue Code (Code) has established  certain criteria which
must be met in order for a life  insurance  policy to qualify as life  insurance
under the Code.  The Code  requires  that there be a minimum  Face  Amount for a
specified premium depending upon the age of the insured.

APPLICATION FOR A POLICY

In order to  purchase  a  Policy,  you must  submit to us an  application  which
provides us with information on the proposed insured. In some cases, we will ask
for  additional  information.  We may request  that the insured  provide us with
medical records or possibly require other medical tests.

We will not issue a Policy if the insured is over age 80,  except under  special
circumstances.

We will  review all the  information  we have about the  insured  and  determine
whether or not the insured  meets our  standards  for  issuing the Policy.  This
process is called  underwriting.  If the insured  meets all of our  underwriting
requirements,  we will issue a Policy.  There are several  underwriting  classes
under  which the Policy may be issued.  We will not issue the Policy  unless the
premium and the application are in good order as determined by our  underwriting
rules.

ALLOCATION OF SINGLE PREMIUM

When you  purchase a Policy,  we will  initially  invest your money in the Money
Market Fund.  After 15 days from the issue date (or the period  required in your
state), we will allocate your Policy Value to the portfolios as you requested in
the application.  The issue date is the date that  underwriting is completed and
we issue the  policy.  We  reserve  the right to limit  the  number of  variable
options which you can invest in. Currently,  you can invest in up to 10 variable
options.

If as a result of  underwriting  review,  we do not issue you a Policy,  we will
return your premium, plus interest required by your state.

FREE LOOK

If you change your mind about owning a Policy,  you can cancel it within 10 days
after receiving it (or the period required in your state). We will give you back
the greater of your premium payment or your Policy Value.  Any amounts we refund
will include all Policy fees and charges.

GRACE PERIOD

Your  policy will lapse if your total  Indebtedness  under the Policy is greater
than your  Policy  Value less any  uncollected  Deductions.  If you have no loan
outstanding, the Policy cannot lapse even if your Policy Value goes to zero.

If your Policy does lapse,  you have a 31-day grace period to repay your loan by
making a payment of at least an amount which is  sufficient  to keep your Policy
in force  through  3  Processing  Dates.  If you do not make the  required  loan
repayment  by the end of the  grace  period,  your  Policy  will  lapse  and all
coverage under your Policy will terminate without value.

Your Policy  continues  in force  during the grace  period.  If the insured dies
during the grace period, the death benefit is calculated as the death benefit in
effect  immediately  prior to the start of the  grace  period  less any  accrued
Deductions and less any Indebtedness.

REINSTATEMENT

If your  Policy  terminates  while the  insured  is still  alive you can have it
reinstated if the Policy did not terminate  because you made a total  surrender.
You can only reinstate your Policy during the lifetime of the insured.

The requirements for a reinstatement are:

o We must receive a properly executed application for reinstatement.  It must be
sent to our Service Office.

o You must provide us with satisfactory evidence of insurability of the insured.

o You must pay a  premium  sufficient  to keep the  Policy  in force  through  3
Processing Dates.

o You must repay any Indebtedness.

We will reinstate your Policy on the next  Processing  Date after we approve the
reinstatement application.

The  effective  date  of the  reinstated  Policy  is the  next  processing  date
following our approval of your application for reinstatement.

POLICY VALUES

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

Every  business day Allianz Life  determines  the value of a Valuation  Unit for
each of the  variable  options.  The  value of a  Valuation  Unit for any  given
business day is  determined by  multiplying a factor we call the net  investment
factor times the value of Valuation  Unit for the previous  business  day. We do
this for each  variable  option.  The net  investment  factor  is a number  that
reflects the change (up or down) in an underlying  investment  portfolio  share.
Our  business  days are 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.

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 a variable  option by the value of the Valuation Unit for
that variable option.

When we assess the  Deductions we do so by deducting  Valuation  Units from your
Policy.  If you select more than one variable option, we make the deductions pro
rata  from all of the  variable  options.  When  you make a loan we also  deduct
Valuation Units and place the amount in the Loan Account.

EXCHANGE PROVISION

You can exchange a Policy for a policy with  benefits  that do not vary with the
investment results of the portfolios.  You must elect such an exchange within 24
months after we issue you the Policy.  You do not need to submit any evidence of
insurability  so long as the benefits  under the new policy are equal to or less
than the benefits under the Policy at the time of exchange.


3. INVESTMENT OPTIONS
- -------------------------------------------------------------------------------


The  Policy  offers  variable  options  which  invest  in Class 1  shares  of 25
portfolios  of  Franklin  Valuemark  Funds  which are listed  below.  Additional
portfolios may be available in the future.

You should read the prospectus for Franklin  Valuemark  Funds (which is attached
to this prospectus) carefully before investing.

Franklin Valuemark Funds (Trust) is the mutual fund underlying your Policy. Each
portfolio  has its own  investment  objective.  The Trust  issues two classes of
shares which are described in the accompanying  Trust  prospectus.  Only Class 1
shares are available in  connection  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),  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
CAPITAL PRESERVATION AND INCOME
Money Market Fund                                  FA

PORTFOLIOS SEEKING INCOME
High Income Fund                                   FA
Templeton Global Income Securities Fund            FA
U.S. Government Securities Fund                    FA
Zero Coupon Funds-2000,2005,2010                   FA


                                               Investment
Available Portfolios                            Managers

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  offered  by Allianz  Life and  variable  annuity  contracts
offered by Allianz Life and its  affiliates.  Franklin  Valuemark Funds believes
that offering its shares in this manner will not be disadvantageous to you.

TRANSFERS

You can transfer money among the 25 variable options.

You can make 12 transfers  every Policy Year without charge while the insured is
alive.  If you make more than 12  transfers  in a year,  there is a transfer fee
deducted.  (We measure years from your Policy Date.) The fee is $25 per transfer
or, if less,  2% of the amount  transferred.  The minimum  amount  which you can
transfer is $500, or your entire value in the variable option.

You can make transfers by telephone  only if you previously  elected to do so in
writing.  Unless we are instructed otherwise, if you own the Policy with a joint
owner we will accept  instructions  from either you or the other owner.  We will
use reasonable  procedures to confirm that instructions given to us by telephone
are genuine. If we fail to use such procedures,  we may be liable for any losses
due  to  unauthorized  or  fraudulent  instructions.  We  record  all  telephone
instructions.

We  have  not  designed  the  Policy  for  use  by  professional  market  timing
organizations or other persons using programmed,  large, or frequent  transfers.
Such activity may be  disruptive to a portfolio.  We reserve the right to reject
any transfer request from any person, if in the portfolio managers' judgment,  a
portfolio  would  be  unable  to  invest  effectively  in  accordance  with  its
investment  objectives and policies, or would otherwise potentially be adversely
affected.

SUBSTITUTION

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


4. EXPENSES
- --------------------------------------------------------------------------------


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

INSURANCE CHARGES

Each  business day we will make a deduction  for the  mortality and expense risk
charge and the administrative charge.

Mortality and Expense Risk Charge.  This charge is equal, on an annual basis, to
0.60% of the Policy Value of the Policy.  This charge cannot be increased.  This
charge  compensates  us for assuming the  mortality  and expense risks under the
Policy.

Administrative  Charge. This charge is equal, on an annual basis, to .15% of the
Policy  Value of your  Policy.  This  charge  cannot be  increased.  This charge
compensates us for expenses we incur in the administration of the Policies.

COST OF INSURANCE CHARGE

This  charge  compensates  us for  insurance  coverage  provided  since the last
Processing Date.

The guaranteed  cost of insurance  charge is determined by  multiplying  the net
amount  at risk by the cost of  insurance  rate.  The net  amount at risk is the
difference  between the death benefit and the sum of your Cash  Surrender  Value
and your loan account  value.  The cost of insurance  rate is based upon the sex
(in states where permitted),  age and rate  classification  of the insured.  The
rate  classification  of the  insured is  determined  through  our  underwriting
process.

The Policy  provides that for standard  risks,  the guaranteed cost of insurance
rate is based on the  Commissioners  Standard  1980  Ordinary  Male and  Female,
Smoker and  Non-Smoker  Mortality  Tables last birthday  (1980 CSO Tables).  For
substandard  risks,  the guaranteed cost of insurance rate is higher and will be
based upon a  multiple  of the 1980 CSO  Tables.  The  multiple  is based on the
insured's  substandard  rating.  Tables  setting  forth the  guaranteed  cost of
insurance rates are included in each Policy.

We can use rates that are less than the guaranteed cost of insurance rates shown
in the Policy.  We refer to these rates as the current cost of insurance  rates.
The current rates we currently use are approximately 75% of the 1980 CSO Tables.
The  current  rates  will  never be more  than the  guaranteed  maximum  cost of
insurance rates.

DEFERRED ISSUE CHARGE

When we receive your single  premium  payment,  a Deferred Issue Charge of 7% is
accrued.  We deduct this charge in 10 equal annual  deductions  of .7% on Policy
Anniversaries  for the first 10 Policy Years. If you surrender the Policy before
the full amount is deducted,  the uncollected portion of this charge is deducted
from the Policy Value.  The total  Deferred  Issue Charge is 7.0%.  The Deferred
Issue  Charge is for premium  taxes (2.5% of the  single-premium);  sales charge
(4.0%  of  the   single-premium);   and  Policy   issue   charge  (0.5%  of  the
single-premium).  For  policies  issued in the  state of  California  only,  the
Deferred Issue Charge is for premium taxes (2.35% of the single-premium);  sales
charge  (4.15% of the  single-premium);  and Policy  issue  charge  (0.5% of the
single-premium).

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

Sales  Charge  - This  sales  charge  reimburses  us for  expenses  incurred  in
connection with the promotion,  sale and distribution of the Policy. This charge
is not  expected  to cover  all of our  distribution  costs.  If this  charge is
insufficient to cover the distribution costs, we may make up the difference from
our general  assets and from the profit we expect from the Mortality and Expense
Risk Charge.

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

TRANSFER FEE

You can make 12 free  transfers  every  year.  We measure a year from the Policy
Date.  If you make more than 12 transfers a year,  we will deduct a transfer fee
of $25 or 2% of the amount  that is  transferred,  whichever  is less.  If we do
assess a transfer fee, it will be deducted from the amount transferred.

Your initial allocation will not count in determining the transfer fee.

TAXES

We may  assess a charge  against  a Policy  for any  taxes  attributable  to the
Policy. We do not expect to incur such taxes.

PORTFOLIO EXPENSES

There are  deductions  from the assets of the various  portfolios  for operating
expenses  (including  management  fees),  which are  summarized  below.  See the
Franklin Valuemark Funds prospectus for a complete description.



<PAGE>
<TABLE>
<CAPTION>

FRANKLIN VALUEMARK FUNDS' ANNUAL EXPENSES: CLASS 1 SHARES
(as a percentage of a Franklin Valuemark Funds' average net assets).

The Management and Portfolio  Administration  Fees and Total Annual  Expenses for each Portfolio are based on a percentage of that
Portfolio's  average  net assets for the most recent  fiscal  year.  See the  prospectus  for  Franklin  Valuemark  Funds for more
information.

                                                          Management
                                                         and Portfolio                                  Total Annual
                                                     Administration Fees1       Other Expenses            Expenses
- ---------------------------------------------------------------------------------------------------------------------------

<S>                                                          <C>                     <C>                     <C> 
Capital Growth Fund                                          .75%                    .02%                    .77%

Global Health Care Securities Fund2                          .75%                    .09%                    .84%

Global Utilities Securities Fund                             .47%                    .03%                    .50%

Growth and Income Fund                                       .47%                    .02%                    .49%

High Income Fund                                             .50%                    .03%                    .53%

Income Securities Fund                                       .47%                    .02%                    .49%

Money Market Fund                                            .51%                    .02%                    .53%

Mutual Discovery Securities Fund                             .95%                    .05%                   1.00%

Mutual Shares Securities Fund                                .74%                    .03%                    .77%

Natural Resources Securities Fund                            .62%                    .02%                    .64%

Real Estate Securities Fund                                  .52%                    .02%                    .54%

Rising Dividends Fund                                        .70%                    .02%                    .72%

Small Cap Fund                                               .75%                    .02%                    .77%

Templeton Developing Markets Equity Fund                    1.25%                    .16%                   1.41%

Templeton Global Asset Allocation Fund                       .80%                    .04%                    .84%

Templeton Global Growth Fund                                 .83%                    .05%                    .88%

Templeton Global Income Securities Fund                      .57%                    .06%                    .63%

Templeton International Equity Fund                          .80%                    .08%                    .88%

Templeton International Smaller Companies Fund              1.00%                    .10%                   1.10%

Templeton Pacific Growth Fund                                .99%                    .11%                   1.10%

U.S. Government Securities Fund                              .48%                    .02%                    .50%

Value Securities Fund2                                       .75%                    .08%                    .83%

Zero Coupon Fund - 2000                                      .63%                    .03%                    .66%

Zero Coupon Fund - 2005                                      .63%                    .03%                    .66%

Zero Coupon Fund - 2010                                      .62%                    .04%                    .66%

<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 the  Franklin  Valuemark  Funds  prospectus  for further  information  regarding  these fees.  

2. The Global Health Care Securities Fund and the Value Securities Fund commenced operations May 1, 1998. The expenses shown above
for these Portfolios are therefore estimated for 1999.
</FN>
</TABLE>
<PAGE>

5. DEATH BENEFIT
- --------------------------------------------------------------------------------


The primary purpose of the Policy is to provide death benefit  protection on the
life of your insured. Even if your Policy Value is $0, the Policy will not lapse
if there is no Indebtedness under the Policy.

The death benefit is paid upon receipt of due proof of the insured's  death. The
death  benefit is the  greater  of:  (1) the Face  Amount;  or (2) the  variable
insurance amount as of the date we receive proof of death of the insured.  After
the issue date, the variable  insurance  amount will be your Policy Value,  less
the uncollected Deductions,  multiplied by the net single premium factor for the
insured's  attained age as of such date. The table of net single premium factors
is contained in Appendix B to this  prospectus and is shown in your Policy.  The
Face  Amount  is  determined  on the date we issue  your  Policy.  The  variable
insurance  amount is the same as the Face  Amount on that date.  Thereafter  the
variable insurance amount will vary.

The amount payable for the death benefit is reduced by any  Indebtedness and any
accrued Deductions,  and is increased by amount due from riders.  Payment of the
death  benefit may be delayed  pending  receipt of any  applicable  tax consents
and/or  forms  from a state.  Your  Policy  will  terminate  without  value,  as
described in the grace period  provision,  if your  Indebtedness is greater than
the Policy Value less the uncollected Deductions.


6. TAXES
- --------------------------------------------------------------------------------


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

LIFE INSURANCE IN GENERAL

Life  insurance,  such  as the  Policy,  is a means  of  providing  for  certain
financial  protections upon your death 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. The
beneficiaries  are not taxed when they receive the death proceeds upon the death
of the insured. However, estate taxes may apply.

You, as the owner,  will not be taxed on  increases  in the value of your Policy
until a  distribution  occur -- either  as a  surrender  or as a loan.  When you
receive a  distribution,  you are taxed on the amount of the  surrender  that is
earnings.

TAKING MONEY OUT OF YOUR POLICY

For tax purposes,  your Policy will be treated as a modified endowment contract,
unless under certain  circumstances  it was exchanged for a policy issued before
June 21, 1988.  Consequently,  if you make a withdrawal or take a loan from your
Policy,  the Code  treats it as first  coming from  earnings  and then from your
premiums. These earnings are included in taxable income.

The Code also provides that any amount  received from an insurance  policy 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
591/2;  (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 you  purchased a Policy in  exchange  for a policy  issued  prior to June 21,
1988,  different  tax  rules may  apply.  See "Tax  Status"  in Part II for more
details.

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 the 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
investment  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,
then 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
- -------------------------------------------------------------------------------


The Cash Surrender Value in your Policy is available:
(1) by making a complete surrender, or (2) by taking a loan from your Policy.

LOANS

You may borrow  money from us while the Policy is still in force.  The Policy is
the only security we require for a Policy loan.  You cannot borrow  against your
Policy until the end of the right to examine period and you cannot borrow if the
Policy is in a grace period. Loans are considered  distributions from the Policy
for tax purposes and the portion of the loan that has come from earnings will be
taxable to you and may be subject to a 10% penalty tax. Loan amounts are treated
as coming first from earnings and then from  premiums.  See "Tax Status" in Part
II for more details.

Loan  Amount.  The maximum  loan amount is equal to 90% of the Policy Value less
any uncollected Deductions.

The  minimum  loan  amount is $1,000.  If total loans equal or exceed the Policy
Value,  the  Policy  will  terminate  at  the  end  of the  grace  period  if an
appropriate loan repayment is not made.

Loan Account.  When you make a loan, a portion of your Policy Value equal to the
loan will be  transferred  on a prorata  basis from the  portfolios  to the loan
account.  The loan  account is a portion of our general  account  that  contains
Policy Values attributable to Policy loans.

Loan  Interest.  Loan interest due on the Policy loan accrues daily at a current
rate of 4.75% per annum. The loan interest is due each Policy Anniversary and if
not paid will  become  part of the loan.  When that  happens,  a portion  of the
Policy Value equal to the loan interest due is transferred,  on a prorata basis,
from the portfolios to the loan account.

Interest  Credited.  Amounts held in the loan  account are  credited  daily with
interest, at a current rate of 4.0% per annum.

Effect  of Loan.  When you  make a loan  against  your  Policy,  we will  redeem
Valuation Units from the portfolios  equal to the loan request and transfer that
amount to the loan account.

A Policy  loan,  whether  or not  repaid,  will have a  permanent  effect on the
Policy.  This is  because  the loan  account  does not  share in the  investment
results of the  portfolio(s).  If it is not repaid,  the Policy loan and accrued
loan interest  will reduce the amount of Policy  Value.  It will also reduce the
amount payable at death because Indebtedness is deducted from the death benefit.

Loan  Repayments.  You can  repay all or part of a loan at any time  while  your
Policy is in force and the insured is alive.  The minimum loan repayment  amount
is $1,000.  If you want to repay a loan in full,  the loan  repayment must equal
the loan plus all the  accrued  loan  interest.  When you repay a loan,  we will
transfer the amount held in the loan account to the portfolios according to your
most recent instructions.

Unless you tell us  otherwise,  any payment we receive from you will go first to
pay any interest due and then to repay any loan.

TOTAL SURRENDER AND TERMINATION
OF THE POLICY

You can  terminate  your Policy by notifying us in writing.  We will pay you the
Cash Surrender Value. When that happens, the Policy will be terminated and there
will be no other  benefits.  When  you  make a total  surrender  we  deduct  any
uncollected Deductions. Partial surrenders are not allowed.

Your Policy will also terminate if the grace period has ended or the insured has
died.


8. OTHER INFORMATION
- --------------------------------------------------------------------------------


ALLIANZ LIFE

Allianz Life Insurance  Company of North America  (Allianz Life),  1750 Hennepin
Avenue, Minneapolis,  Minnesota 55403, was organized under the laws of the state
of Minnesota in 1896.  Allianz Life offers fixed and variable life insurance and
annuities  and group  life,  accident  and  health  insurance.  Allianz  Life is
licensed to do business in 49 states and the District of Columbia.  Allianz Life
is a wholly-owned subsidiary of Allianz Versicherugs-AG Holding.

NALAC Financial Plans, LLC is our wholly-owned subsidiary. It provides marketing
services and is the principal  underwriter of the Policy. NALAC Financial Plans,
LLC is reimbursed for expenses incurred in the distribution of the Policies.

Administration for the Policy is provided at our Service Office:

   Valuemark Service Center
   300 Berwyn Park
   P.O. Box 3031
   Berwyn, Pennsylvania 19312
   (800) 624-0197

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.

DISTRIBUTOR

NALAC Financial Plans,  LLC (NFP),  1750 Hennepin Ave.,  Minneapolis,  MN 55403,
acts as the distributor of the Policies. NFP is an affiliate of Allianz Life.

Commissions will be paid to broker-dealers who sell the Policies. Broker-dealers
will be paid  commissions up to 6% of premiums and a trail commission up to .25%
per year of the Policy  Value after the first Policy  Year.  In addition,  under
certain  circumstances,  Allianz Life may pay certain sellers production bonuses
which will take into account,  among other things, the total premiums which have
been paid under Policies associated with the broker-dealer. In addition, Allianz
Life and Franklin  Advisers,  Inc. and/or its affiliates may pay certain sellers
for other  services  not directly  related to the sale of the Policies  (such as
special marketing support allowances).

Sometimes,  we  enter  into  an  agreement  with  the  broker-dealer  to pay the
broker-dealer  persistency  bonuses, in addition to the standard  commission.  A
persistency bonus is paid as an additional commission to certain  broker-dealers
based on the  value  and  length  of time in  force  for the  block of  policies
associated with the broker-dealer.

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 Allianz Life 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.

OWNERSHIP

Owner. You, as the owner of the Policy, have all of the rights under the Policy.
If you die  while  the  Policy  is still in force  and the  insured  is  living,
ownership  passes to a successor  owner or if none, 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 you name to receive any
death benefit.  The beneficiary is named at the time the Policy is issued unless
changed at a later date.  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.

Assignment. You can transfer ownership of (assign) the Policy.



<PAGE>


PART II - MORE INFORMATION

MANAGEMENT OF ALLIANZ LIFE

As of May 1, 1999, the directors and executive officers of the Company and their
principal occupations for the past 5 years are as follows:

Name               Principal Occupations During the Past Five Years
- --------------------------------------------------------------------------------

Lowell C. Anderson      Chairman, President and Chief Executive Officer of the 
                        Company since October, 1988.

Herbert F. Hansmeyer    Chairman of the Board of Allianz Life of America  Corp.
                        Member of the Board of Management of Allianz Life-AG, 
                        Munich, Germany, since 1986.

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

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

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

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

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

Edward J. Bonach        Executive Vice President - Chief Financial Officer and
                        Treasurer of the Company since 1993.

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

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

James R. Campbell       Chairman and Chief Executive Officer of Norwest Bank MN,
                        N.A. since 1998. Previously Executive Vice President 
                        since February 1988.

Robert M. Kimmitt       Partner in the law firm of Wilmer, Cutler & Pickering.

ADMINISTRATION OF THE POLICIES

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

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 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  thereof  changes so as to permit us to vote the
shares in our own right, we may elect to do so.

The voting  interests of an owner in Franklin  Valuemark  Funds is determined as
follows:

o Owners may cast one vote for each $100 of Policy Value which is allocated to a
portfolio on the record date. Fractional votes are counted.

o The number of shares which a person has a right to 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  fund.  Voting   instructions  will  be  solicited  by  written
communication at least 14 days prior to such meeting.

o Each owner having a voting interest will receive  periodic reports relating to
the  portfolios  in which he or she has an interest,  proxy  material and a form
with which to give such voting instructions.

Disregard  of  Voting  Instructions.  We may,  when  required  to do so by state
insurance  authorities,  vote shares of the funds 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 funds, if such disapproval:

o is reasonable and is based on a good faith determination by us that the change
would violate state or federal law;

o the change  would not be  consistent  with the  investment  objectives  of the
portfolios; or

o which varies from the general quality and nature of investments and investment
techniques  used by other funds 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.

THE SEPARATE ACCOUNT

We have  established  the  separate  account,  Allianz Life  Separate  Account A
(Separate Account), to hold the assets that underlie the Policies.  Our Board of
Directors adopted a resolution to establish the Separate Account under Minnesota
insurance law on May 31, 1985. We have registered the Separate  Account with the
Securities  and  Exchange  Commission  as a  unit  investment  trust  under  the
Investment  Company Act of 1940.  The Separate  Account is divided into variable
options (also known as sub-accounts).  Each variable option invests in one class
of shares of a portfolio.

The investment  program of the Separate  Account will not be changed without the
approval by the Insurance  Commissioner of the state of Minnesota.  If required,
the approval process is on file with the Commissioner of the state in which this
Policy is issued.

If the New York Stock  Exchange is closed  (except for holidays and weekends) or
trading is  restricted  due to an  emergency  as defined by the  Securities  and
Exchange Commission so that we cannot value Valuation Units, we may postpone all
procedures  which require  valuation of the Valuation  Units until  valuation is
possible.

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.

MISSTATEMENT OF AGE OR SEX

If the age or sex of the  insured(s) is  incorrectly  stated,  the death benefit
will be adjusted. This adjustment will reflect the death benefit that would have
been provided by the last cost of insurance at the correct age and/or sex of the
insured.

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 2 years from the Policy
Date. If the Policy is  reinstated,  the 2-year period is measured from the date
of  reinstatement.  In addition,  if the insured  commits  suicide in the 2-year
period, or such period as specified in state law, the benefit payable is limited
to premiums paid, less debt and less any surrenders.

SETTLEMENT OPTIONS

The Cash Surrender  Value or the death proceeds may be paid in a lump sum or may
be applied to one of the Settlement Options. The Settlement Options are:

Option 1: Proceeds at Interest

Option 2: Payments for a Definite Period

Option 3: Life Annuity with Minimum Guarantee for Minimum Period

Option 4: Payments for a Designated Amount

Option 5: Life Annuity with Cash Refund

You or the  beneficiary  can select to have the  Settlement  Options  payable on
either a fixed or variable basis.

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 Allianz Life's  understanding of
current  federal  income  tax  laws  as  they  are  currently  interpreted.   No
representation is made regarding the likelihood of continuation of those current
federal  income  tax  laws or of the  current  interpretations  by the  Internal
Revenue Service.

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

Diversification.  Section  817(h) of the Code  imposes  certain  diversification
standards on the underlying assets of variable life insurance policies. The Code
provides  that a  variable  life  insurance  policy  will not be treated as life
insurance for any period (and any subsequent  period) for which the  investments
are not, in accordance with regulations prescribed by the United States Treasury
Department ("Treasury Department"), adequately diversified.  Disqualification of
the Policy as a life  insurance  contract  would result in imposition of federal
income tax to the owner with  respect to earnings  allocable to the Policy prior
to the receipt of payments  under the  Policy.  The Code  contains a safe harbor
provision which provides that life insurance  policies such as the Policies meet
the  diversification  requirements  if,  as of the  close of each  quarter,  the
underlying assets meet the diversification  standards for a regulated investment
company and no more than fifty-five (55%) percent of the total assets consist of
cash, cash items, U.S.  Government  securities and securities of other regulated
investment  companies.  There is an exception for securities  issued by the U.S.
Treasury in connection with variable life insurance policies.

On March 2, 1989,  the  Treasury  Department  issued  Regulations  (Treas.  Reg.
Section  1.817-5),  which  established  diversification   requirements  for  the
investment  portfolios  underlying variable contracts such as the Policies.  The
Regulations amplify the diversification  requirements for variable contracts set
forth  in the Code and  provide  an  alternative  to the safe  harbor  provision
described above. Under the Regulations,  an investment  portfolio will be deemed
adequately diversified if: (i) no more than 55% of the value of the total assets
of the portfolio is represented by any one investment;  (ii) no more than 70% of
the  value of the  total  assets  of the  portfolio  is  represented  by any two
investments;  (iii) no more  than 80% of the  value of the  total  assets of the
portfolio is represented by any three investments;  and (iv) no more than 90% of
the  value of the total  assets  of the  portfolio  is  represented  by any four
investments.  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 are 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
investment  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  where owner control of the
investments of the Separate  Account causes 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 policy owner was not
the owner of the assets of the separate  account.  It is unknown  whether  these
differences, such as the owner's ability to transfer among investment choices or
the number and type of investment choices available, would cause the owner to be
considered as the owner of the assets of the Separate Account.

In the event any  future  guidance  or ruling is  considered  to set forth a new
position,  such guidance or ruling will generally be applied only prospectively.
However,  if such  ruling  or  guidance  was not  considered  to set forth a new
position,  it  may  be  applied  retroactively  resulting  in  the  owner  being
retroactively determined to be the owner of the assets of the 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
comply,  it would not qualify for the favorable tax treatment  usually  accorded
life insurance  policies.  Owners should consult their tax advisers with respect
to the tax consequences of purchasing the Policy.

Policy  Proceeds.  Loan proceeds  and/or  surrender  payments from the Policies,
including those resulting from the lapse of the Policy, are fully taxable to the
extent of income in the Policy and may further be subject to an  additional  10%
federal  income tax  penalty.  (See "Tax  Treatment  of Loans and  Surrenders".)
Otherwise,  the Policy should  receive the same federal  income tax treatment as
any other type of life  insurance.  As such,  the death  benefit  thereunder  is
excludable from the gross income of the beneficiary  under Section 101(a) of the
Code. Furthermore,  the owner is not deemed to be in constructive receipt of the
Policy Value or Cash Surrender  Value,  including  increments  thereon,  under a
Policy until surrender  thereof.  If the death proceeds are to be paid under one
of the  Settlement  Options,  the payments  will be pro rated between the amount
attributable   to  the  death  benefit   which  will  be  excludable   from  the
beneficiary's  income  and the amount  attributable  to  interest  which will be
includable in the beneficiary's income.

Federal,  state and local  estate,  inheritance  and other tax  consequences  of
ownership,  or receipt of Policy proceeds,  depend on the  circumstances of each
Policy owner or beneficiary.  Owners and beneficiaries  should consult their tax
advisers.

Tax  Treatment  of Loans  and  Surrenders.  The Code  alters  the tax  treatment
accorded to loans and certain  distributions  from life insurance policies which
are  deemed  to  be  "modified  endowment   contracts".   The  Policy's  premium
requirements  are such that  Policies  issued on or after June 21,  1988 will be
treated as modified  endowment  contracts.  A Policy  received in exchange for a
modified endowment contract is also a modified endowment contract  regardless of
whether it meets the 7-pay test.

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

A Policy  that was  entered  into  prior to June 21,  1988 may be deemed to be a
modified  endowment  contract if it is materially  changed and fails to meet the
7-pay test.  A Policy  fails to meet the 7-pay test when the  cumulative  amount
paid under the Policy at any time  during the first 7 Policy  Years  exceeds the
sum of the net level  premiums which would have been paid on or before such time
if the Policy  provided for paid-up future benefits after the payment of 7 level
annual  premiums.  A material  change  would  include any increase in the future
benefits provided under a Policy unless the increase is attributable to: (1) the
payment of premiums  necessary  to fund the lowest death  benefit and  qualified
additional  benefits  payable  in the  first  seven  Policy  Years;  or (2)  the
crediting of interest or other earnings (including  policyholder dividends) with
respect to such premiums.

Assuming that the Policy is treated as a modified endowment contract, surrenders
and/or loan  proceeds  are  taxable to the extent of income in the Policy.  Such
distributions  are deemed to be on a last-in,  first-out basis,  which means the
taxable income is distributed first. Loan proceeds and/or surrender payments may
also be subject to an additional 10% federal  income tax penalty  applied to the
income portion of such distribution.  The penalty shall not apply,  however,  to
any  distribution:  (1) made on or after the date on which the taxpayer  reaches
age 591/2; (2) which is attributable to the taxpayer  becoming  disabled (within
the meaning of Section  72(m)(7) of the Code);  or (3) which is part of a series
of substantially  equal periodic payments made not less frequently than annually
for the life (or life  expectancy)  of the taxpayer or the joint lives (or joint
life  expectancies)  of such taxpayer and his or her  beneficiary.  Furthermore,
only under  limited  circumstances  will  interest  paid on Policy  loans be tax
deductible.

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

Any  loans  from a  Policy  which  is not  classified  as a  modified  endowment
contract,  will be treated as  indebtedness of the Owner and not a distribution.
Upon  complete  surrender or lapse of the Policy or when  maturity  benefits are
paid,  if the amount  received  plus the policy debt exceeds the total  premiums
paid that are not treated as previously  surrendered  by the Policy  owner,  the
excess generally will be treated as ordinary income.

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

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

Tax  Treatment  of  Assignments.  An  assignment  of a Policy  or the  change of
ownership of a Policy may be a taxable  event.  Policy owners  should  therefore
consult competent tax advisers should they wish to assign or change the owner of
their Policies.

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

Income Tax  Withholding.  All  distributions  or the  portion  thereof  which is
includable in gross income of the Policy owner are subject to federal income tax
withholding. However, the Policy owner in most cases may elect not to have taxes
withheld.  The Policy owner may be required to pay penalties under the estimated
tax rules,  if the Policy  owner's  withholding  and  estimated tax payments are
insufficient.

REPORTS TO OWNERS

We will send to each owner  semi-annual  and annual  reports of the  portfolios.
Within 30 days after each Policy  Anniversary,  an annual statement will be sent
to each  owner.  The  statement  will show the current  amount of death  benefit
payable under the Policy,  the current Policy Value,  the current Cash Surrender
Value,  current debt and will show all transactions  previously  confirmed.  The
statement  will also show  premiums  paid and all  charges  deducted  during the
Policy Year.

Confirmations  will  be  mailed  to  Policy  owners  within  seven  days  of the
transaction of: (a) the receipt of premium; (b) any transfer between portfolios;
(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.  Upon  request a Policy  owner  shall be  entitled  to a receipt of
premium payment.

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.  Allianz
Life is not  involved  in any  litigation  that  is of  material  importance  in
relation to its total assets or that relates to the Separate Account.

EXPERTS

The financial statements of Allianz Life Variable Account A and the consolidated
financial  statements of Allianz Life 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

The consolidated  financial statements of Allianz Life that are included in this
prospectus  should be  considered  only as bearing  upon our ability to meet our
obligations under the Policy.


                     
               

<PAGE>


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

                              Financial Statements

                               December 31, 1998

<PAGE>



Allianz Life Variable Account A
of Allianz Life Insurance Company of North America
Independent Auditors'Report

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

We have audited the  accompanying  statements of assets and  liabilities  of the
sub-accounts of Allianz Life Variable Account A as of December 31, 1998, and the
related statements of operations and changes in net assets for each of the years
in the  three-year  period  then  ended.  These  financial  statements  are  the
responsibility of the Variable  Account's  management.  Our responsibility is to
express an opinion on these financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial  statements.  Investment securities
held in custody for the benefit of the Variable  Account were confirmed to us by
the Franklin  Valuemark  Funds. An audit also includes  assessing the accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the assets and liabilities of the sub-accounts of Allianz
Life  Variable  Account  A at  December  31,  1998,  and the  results  of  their
operations  and the  changes  in their net  assets  for each of the years in the
three-year period then ended, in conformity with generally  accepted  accounting
principles.

                                           KPMG Peat Marwick LLP

Minneapolis, Minnesota
January 29, 1999

<PAGE>

<TABLE>
<CAPTION>


Allianz Life Variable Account A
of Allianz Life Insurance Company of North America
Financial Statements

Statements of Assets and Liabilities
December 31, 1998


                                                 Capital  Global Health  Global Utilities Growth and  High     Income    Money
                                                 Growth  Care Securities Securities       Income     Income  Securities  Market
                                                  Fund       Fund          Fund            Fund       Fund      Fund      Fund
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                 <C>        <C>          <C>            <C>        <C>        <C>       <C>
Investments at net asset value:
 Franklin Valuemark Funds:
  Capital Growth Fund,
   20,238 shares, cost $291,200                 $325,424          -          -         -          -         -         -
  Global Health Care Securities Fund,
   774 shares, cost $6,591                             -      8,285          -         -          -         -         -
  Global Utilities Securities Fund,
   85,290 shares, cost $1,292,716                      -          -  1,743,335         -          -         -         -
  Growth and Income Fund,
   142,817 shares, cost $2,429,075                     -          -          - 2,907,763          -         -         -
  High Income Fund,
   124,657 shares, cost $1,592,204                     -          -          -         -  1,655,443         -         -
  Income Securities Fund,
   92,113 shares, cost $1,526,016                      -          -          -         -          - 1,558,547         -
  Money Market Fund,
   1,906,414 shares, cost $1,906,414                   -          -          -         -          -         - 1,906,414
- ---------------------------------------------------------------------------------------------------------------------------
Total assets                                     325,424      8,285  1,743,335 2,907,763  1,655,443 1,558,547 1,906,414
Liabilities:
 Accrued mortality and expense risk charges          505         16      1,268     1,458      1,194     1,226     1,822
 Accrued administrative charges                      126          4        316       364        298       306       456
- ---------------------------------------------------------------------------------------------------------------------------
Total liabilities                                    631         20      1,584     1,822      1,492     1,532     2,278
Net assets                                      $324,793      8,265  1,741,751 2,905,941  1,653,951 1,557,015 1,904,136
- ---------------------------------------------------------------------------------------------------------------------------
Policy owners' equity (note 4)                  $324,793      8,265  1,741,751 2,905,941  1,653,951 1,557,015 1,904,136
- ---------------------------------------------------------------------------------------------------------------------------




<FN>
See   accompanying   notes   to   financial statements.
</FN>
</TABLE>

<PAGE>

<TABLE>

Allianz Life Variable Account A
of Allianz Life Insurance Company of North America
Financial  Statements  (continued)        
Statements  of Assets and  Liabilities (cont.)
December 31, 1998
<CAPTION>


                                                                                                               Templeton
                                                   Mutual    Mutual    Natural                                Developing
                                                  Discovery  Shares   Resources Real Estate  Rising     Small  Markets
                                                 SecuritiesSecuritiesSecurities Securities  Dividends    Cap    Equity
                                                    Fund      Fund      Fund       Fund       Fund      Fund     Fund
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                  <C>         <C>       <C>      <C>        <C>       <C>       <C>
Investments at net asset value:
 Franklin Valuemark Funds:
  Mutual Discovery Securities Fund,
   36,383 shares, cost $433,409                 $410,762          -          -         -          -         -         -
  Mutual Shares Securities Fund,
   86,962 shares, cost $1,021,958                      -  1,040,062          -         -          -         -         -
  Natural Resources Securities Fund,
  15,067 shares, cost $182,925                         -          -    126,410         -          -         -         -
  Real Estate Securities Fund,
   30,309 shares, cost $636,087                        -          -          -   604,058          -         -         -
  Rising Dividends Fund,
   55,775 shares, cost $933,572                        -          -          -         -  1,010,086         -         -
  Small Cap Fund,
   59,126 shares, cost $833,923                        -          -          -         -          -   811,211         -
  Templeton Developing Markets Equity Fund,
   81,734 shares, cost $832,181                        -          -          -         -          -         -   564,782
- ---------------------------------------------------------------------------------------------------------------------------
Total assets                                     410,762  1,040,062    126,410   604,058  1,010,086   811,211   564,782
Liabilities:
 Accrued mortality and expense risk charges          511      1,141      1,078     1,100      1,186     1,161     1,058
 Accrued administrative charges                      127        285        269       275        297       290       264
- ---------------------------------------------------------------------------------------------------------------------------
Total liabilities                                    638      1,426      1,347     1,375      1,483     1,451     1,322
- ---------------------------------------------------------------------------------------------------------------------------
Net assets                                      $410,124  1,038,636    125,063   602,683  1,008,603   809,760   563,460
- ---------------------------------------------------------------------------------------------------------------------------
Policy owners' equity (note 4)                  $410,124  1,038,636    125,063   602,683  1,008,603   809,760   563,460

<FN>
See   accompanying   notes   to   financial statements.
</FN>
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

Allianz Life Variable Account A
of Allianz Life Insurance Company of North America
Financial  Statements  (continued)        
Statements  of Assets and  Liabilities (cont.)
December 31, 1998


                                                                                            Templeton
                                                  Templeton Templeton Templeton  TempletonInternationalTempleton U.S.
                                                Global Asset Global Global IncomeInternationalSmaller  PacificGovernment
                                                 Allocation  Growth  Securities   Equity    Companies  Growth Securities
                                                    Fund      Fund      Fund       Fund       Fund      Fund     Fund
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                  <C>        <C>       <C>        <C>       <C>        <C>       <C>
Investments at net asset value:
 Franklin Valuemark Funds:
  Templeton Global Asset Allocation Fund,
   18,881 shares, cost $217,784                 $239,226          -          -         -          -         -         -
  Templeton Global Growth Fund,
   120,846 shares, cost $1,659,909                     -  1,784,902          -         -          -         -         -
  Templeton Global Income Securities Fund,
   14,806 shares, cost $189,049                        -          -    190,556         -          -         -         -
  Templeton International Equity Fund,
   117,816 shares, cost $1,768,945                     -          -          - 1,828,501          -         -         -
  Templeton International Smaller Companies Fund,
   1,986 shares, cost $23,637                          -          -          -         -     18,267         -         -
  Templeton Pacific Growth Fund,
   36,695 shares, cost $418,438                        -          -          -         -          -   275,579         -
  U.S. Government Securities Fund,
   65,484 shares, cost $805,338                        -          -          -         -          -         -   909,579
- ---------------------------------------------------------------------------------------------------------------------------
Total assets                                     239,226  1,784,902    190,556 1,828,501     18,267   275,579   909,579
Liabilities:
 Accrued mortality and expense risk charges          503      1,225        978     1,309        131     1,006     1,074
 Accrued administrative charges                      125        306        243       327         33       251       269
- ---------------------------------------------------------------------------------------------------------------------------
Total liabilities                                    628      1,531      1,221     1,636        164     1,257     1,343
- ---------------------------------------------------------------------------------------------------------------------------
Net assets                                      $238,598  1,783,371    189,335 1,826,865     18,103   274,322   908,236
Policy owners' equity (note 4)                  $238,598  1,783,371    189,335 1,826,865     18,103   274,322   908,236

<FN>
See   accompanying   notes   to   financial statements.
</FN>
</TABLE>

<PAGE>

<TABLE>
<CAPTION>


Allianz Life Variable Account A
of Allianz Life Insurance Company of North America
Financial  Statements  (continued)        
Statements  of Assets and  Liabilities (cont.)
December 31, 1998


                                                                        Value      Zero       Zero      Zero      Total
                                                                     Securities   Coupon     Coupon    Coupon      All
                                                                        Fund    Fund - 2000Fund - 2005Fund - 2010 Funds
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                      <C>        <C>        <C>        <C>       <C>
Investments at net asset value:
 Franklin Valuemark Funds:
  Value Securities Fund, 398 shares, cost $3,393                        $3,104         -          -         -
  Zero Coupon Fund - 2000, 23,849 shares, cost $274,490                      -   353,200          -         -
  Zero Coupon Fund - 2005 22,076 shares, cost $264,413                       -         -    391,631         -
  Zero Coupon Fund - 2010 23,983 shares, cost $358,785                       -         -          -   456,868
- ---------------------------------------------------------------------------------------------------------------------------
Total assets                                                             3,104   353,200    391,631   456,868 21,123,995
- ---------------------------------------------------------------------------------------------------------------------------
Liabilities:
 Accrued mortality and expense risk charges                                  6       515        531       545     22,547
 Accrued administrative charges                                              -       129        132       136      5,628
- ---------------------------------------------------------------------------------------------------------------------------
Total liabilities                                                            6       644        663       681     28,175
Net assets                                                              $3,098   352,556    390,968   456,187 21,095,820
Policy owners' equity (note 4)                                          $3,098   352,556    390,968   456,187 21,095,820

<FN>
See   accompanying   notes   to   financial statements.
</FN>
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

Allianz Life Variable Account A
of Allianz Life Insurance Company of North America
Financial Statements (continued)

Statements of Operations
For the years ended December 31, 1998, 1997, and 1996


                                                   Adjustable U.S.                                 Global Health Care
                                                   Government Fund        Capital Growth Fund        Securities Fund
- ---------------------------------------------------------------------------------------------------------------------------
                                                 1998   1997    1996      1998   1997    1996      1998   1997    1996
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                              <C>     <C>     <C>       <C>    <C>     <C>       <C>    <C>     <C>
Investment income:
 Dividends reinvested in fund shares                $-     -   18,030       833       7      -         -       -     -
- ---------------------------------------------------------------------------------------------------------------------------
Expenses:
 Mortality and expense risk charges                  -     -      740     1,287      96      2        54       -     -
 Administrative charges                              -     -      185       322      24      -        13       -     -
- ---------------------------------------------------------------------------------------------------------------------------
Total expenses                                       -     -      925     1,609     120      2        67       -     -
Investment income (loss), net                        -     -   17,105      (776)   (113)    (2)      (67)      -     -
Realized gains (losses) and unrealized
 appreciation (depreciation) on investments:
  Realized capital gain distributions 
   on mutual funds                                   -     -        -         -       -      -         -       -     -
  Realized gains (losses) on sales of 
   investments, net                                  -     -  (10,027)      989     (11)     -         2       -     -
- ---------------------------------------------------------------------------------------------------------------------------
Realized gains (losses) on investments, net          -     -  (10,027)      989     (11)     -         2       -     -
  Net change in unrealized appreciation
   (depreciation) on investments                     -     -     (200)   34,912    (548)  (140)    1,694       -     -
- ---------------------------------------------------------------------------------------------------------------------------
Total realized gains (losses) and unrealized
 appreciation (depreciation) on investments, net     -     -  (10,227)   35,901    (559)  (140)    1,696       -     -
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets
 from operations                                    $-     -    6,878    35,125    (672)  (142)    1,629       -     -
- ---------------------------------------------------------------------------------------------------------------------------

<FN>
See   accompanying   notes   to   financial statements.
</FN>
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

Allianz Life Variable Account A
of Allianz Life Insurance Company of North America
Financial  Statements  (continued)      
Statements of Operations (cont.) 
For the years ended December 31, 1998, 1997, and 1996

                                     Global Utilities Securities Fund  Growth and Income Fund       High Income Fund
- ---------------------------------------------------------------------------------------------------------------------------
                                            1998     1997    1996      1998    1997    1996      1998     1997    1996
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>      <C>     <C>       <C>     <C>     <C>       <C>      <C>     <C>
Investment income:
 Dividends reinvested in fund shares      $ 63,845  66,211  75,714    86,614   61,679  28,758   160,598 153,512  167,136
- ---------------------------------------------------------------------------------------------------------------------------
Expenses:
 Mortality and expense risk charges         10,459   9,862  11,220    16,628   14,386   9,969    10,568  12,094   12,310
 Administrative charges                      2,615   2,466   2,805     4,157    3,597   2,492     2,642   3,023    3,077
- ---------------------------------------------------------------------------------------------------------------------------
Total expenses                              13,074  12,328  14,025    20,785   17,983  12,461    13,210  15,117   15,387
- ---------------------------------------------------------------------------------------------------------------------------
Investment income (loss), net               50,771  53,883  61,689    65,829   43,696  16,297   147,388 138,395  151,749
Realized gains (losses) and unrealized
 appreciation (depreciation) on investments:
 Realized capital gain distributions
  on mutual funds                           93,096  91,611       -   203,765   59,819 101,857     9,531   5,036    8,872
 Realized gains (losses) on sales of
  investments, net                          56,812  59,135 118,555    27,735   75,044  25,750    29,193  43,795   33,892
- ---------------------------------------------------------------------------------------------------------------------------
Realized gains (losses)
 on investments, net                       149,908 150,746 118,555   231,500  134,863 127,607    38,724  48,831   42,764
 Net change in unrealized appreciation
  (depreciation) on investments            (40,828)116,553 (93,370) (118,668) 283,057  37,916  (177,480)  4,999   26,432
- ---------------------------------------------------------------------------------------------------------------------------
  Total realized gains (losses) and unrealized
   appreciation (depreciation)
   on investments, net                     109,080 267,299  25,185   112,832  417,920 165,523  (138,756) 53,830   69,196
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net
 assets from operations                   $159,851 321,182  86,874   178,661  461,616 181,820     8,632 192,225  220,945
- ---------------------------------------------------------------------------------------------------------------------------

<FN>
See   accompanying notes to financial statements.
</FN>
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

Allianz Life Variable Account A
of Allianz Life Insurance Company of North America
Financial  Statements  (continued)      
Statements of Operations (cont.) 
For the years ended December 31, 1998, 1997, and 1996
                                                                         Investment Grade
                                            Income Securities Fund    Intermediate Bond Fund        Money Market Fund
- ---------------------------------------------------------------------------------------------------------------------------
                                            1998     1997    1996      1998    1997    1996      1998     1997    1996
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>      <C>     <C>       <C>     <C>     <C>       <C>      <C>     <C>
Investment income:
 Dividends reinvested in fund shares      $111,419  71,443  33,370         -        -   3,706    62,012 35,286  32,922
- ---------------------------------------------------------------------------------------------------------------------------
Expenses:
 Mortality and expense risk charges          8,671   7,189   4,656         -        -     366     7,539  4,368   4,291
 Administrative charges                      2,168   1,797   1,164         -        -      91     1,885  1,092   1,073
- ---------------------------------------------------------------------------------------------------------------------------
Total expenses                              10,839   8,986   5,820         -        -     457     9,424  5,460   5,364
- ---------------------------------------------------------------------------------------------------------------------------
Investment income (loss), net              100,580  62,457  27,550         -        -   3,249    52,588 29,826  27,558
Realized gains (losses) and unrealized
 appreciation (depreciation) on investments:
  Realized capital gain distributions
 on mutual funds                            26,313  15,347   5,550         -        -       -         -      -       -
  Realized gains (losses) on sales
 of investments, net                         3,544   7,042   2,373         -        -   1,981         -      -       -
- ---------------------------------------------------------------------------------------------------------------------------
Realized gains (losses)
 on investments, net                        29,857  22,389   7,923         -        -   1,981         -      -       -
 Net change in unrealized appreciation
(depreciation) on investments             (115,794) 68,874  37,183         -        -  (3,575)        -      -       -
- ---------------------------------------------------------------------------------------------------------------------------
Total realized gains (losses)
 and unrealized appreciation
 (depreciation) on investments, net        (85,937) 91,263  45,106         -        -  (1,594)        -      -       -
Net increase (decrease) in net
 assets from operations                   $ 14,643 153,720  72,656         -        -   1,655    52,588 29,826  27,558
- ---------------------------------------------------------------------------------------------------------------------------

<FN>
See   accompanying   notes   to   financial statements.
</FN>
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

Allianz Life Variable Account A
of Allianz Life Insurance Company of North America
Financial  Statements  (continued)      
Statements of Operations (cont.) 
For the years ended December 31, 1998, 1997, and 1996
                                               Mutual Discovery            Mutual Shares           Natural Resources
                                                Securities Fund           Securities Fund            Securities Fund
- ---------------------------------------------------------------------------------------------------------------------------
                                            1998     1997    1996      1998    1997    1996      1998     1997    1996
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>      <C>     <C>       <C>     <C>     <C>       <C>      <C>     <C>
Investment income:
 Dividends reinvested in fund shares        $5,534      40       -    11,623       72       -     2,271  1,844   2,102
- ---------------------------------------------------------------------------------------------------------------------------
Expenses:
 Mortality and expense risk charges          2,229   1,140      22     6,003    2,067      31       461    416   1,012
 Administrative charges                        557     285       5     1,501      517       8       115    104     253
- ---------------------------------------------------------------------------------------------------------------------------
Total expenses                               2,786   1,425      27     7,504    2,584      39       576    520   1,265
Investment income (loss), net                2,748  (1,385)    (27)    4,119   (2,512)    (39)    1,695  1,324     837
Realized gains (losses) and unrealized
 appreciation (depreciation) on investments:
  Realized capital gain distributions
   on mutual funds                           5,149       -       -    10,153        -       -         -      -   1,927
  Realized gains (losses) on sales
   of investments, net                       5,744     166       -    10,137    2,034       2    (8,058)(1,936) 14,498
- ---------------------------------------------------------------------------------------------------------------------------
Realized gains (losses) on 
   investments, net                         10,893     166         -   20,290   2,034         2 (8,058) (1,936) 16,425
 Net change in unrealized appreciation
  (depreciation) on investments            (49,861) 26,719     495   (35,219)  51,689   1,634   (35,420)(25,118)(8,994)
- ---------------------------------------------------------------------------------------------------------------------------
Total realized gains (losses) and
 unrealized appreciation (depreciation)
 on investments, net                       (38,968) 26,885     495   (14,929)  53,723   1,636   (43,478)(27,054) 7,431
Net increase (decrease) in net
 assets from operations                   ($36,220) 25,500     468   (10,810)  51,211   1,597   (41,783)(25,730) 8,268
- ---------------------------------------------------------------------------------------------------------------------------

<FN>
See   accompanying   notes   to   financial statements.
</FN>
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

Allianz Life Variable Account A
of Allianz Life Insurance Company of North America
Financial  Statements  (continued)      
Statements of Operations (cont.) 
For the years ended December 31, 1998, 1997, and 1996
                                          Real Estate Securities Fund   Rising Dividends Fund         Small Cap Fund
- ---------------------------------------------------------------------------------------------------------------------------
                                            1998     1997    1996       1998    1997    1996       1998     1997    1996
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>      <C>     <C>        <C>     <C>     <C>        <C>      <C>     <C>
Investment income:
 Dividends reinvested in fund shares      $ 26,119  12,965   7,943     9,265    5,990   3,981       386    384       -
- ---------------------------------------------------------------------------------------------------------------------------
Expenses:
 Mortality and expense risk charges          3,282   3,466   1,883     5,177    3,657   1,632     3,458  1,277     105
 Administrative charges                        821     867     471     1,294      914     408       865    319      26
- ---------------------------------------------------------------------------------------------------------------------------
Total expenses                               4,103   4,333   2,354     6,471    4,571   2,040     4,323  1,596     131
Investment income (loss), net               22,016   8,632   5,589     2,794    1,419   1,941    (3,937)(1,212)   (131)
Realized gains (losses) and unrealized
 appreciation (depreciation) on investments:
  Realized capital gain distributions
   on mutual funds                          16,168   6,191       -   113,543   10,229       -    49,628  4,546       -
  Realized gains (losses) on sales
   of investments, net                      15,172  17,125   1,980     6,199   18,073   2,703    (1,660) 2,723     472
- ---------------------------------------------------------------------------------------------------------------------------
Realized gains (losses)
 on investments, net                        31,340  23,316   1,980   119,742   28,302   2,703    47,968  7,269     472
 Net change in unrealized appreciation
  (depreciation) on investments           (179,557) 57,737  58,343   (77,635)  93,007  44,265   (48,794)22,458   3,624
- ---------------------------------------------------------------------------------------------------------------------------
Total realized gains (losses) and
 unrealized appreciation (depreciation)
 on investments, net                      (148,217) 81,053  60,323    42,107  121,309  46,968      (826)29,727   4,096
Net increase (decrease) in net
 assets from operations                  ($126,201) 89,685  65,912    44,901  122,728  48,909    (4,763) 28,515  3,965
- ---------------------------------------------------------------------------------------------------------------------------

<FN>
See accompanying notes to financial statements.
</FN>
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

Allianz Life Variable Account A
of Allianz Life Insurance Company of North America
Financial  Statements  (continued)      
Statements of Operations (cont.) 
For the years ended December 31, 1998, 1997, and 1996
                                             Templeton Developing        Templeton Global           Templeton Global
                                              Markets Equity Fund      Asset Allocation Fund           Growth Fund
- ---------------------------------------------------------------------------------------------------------------------------
                                            1998     1997    1996      1998    1997    1996      1998     1997    1996
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>      <C>     <C>       <C>     <C>     <C>       <C>      <C>     <C>
Investment income:
 Dividends reinvested in fund shares       $19,038  10,159    2,914    10,932    7,863     228    39,344  15,984   8,202
- ---------------------------------------------------------------------------------------------------------------------------
Expenses:
 Mortality and expense risk charges          2,862   3,802    2,551     1,629    2,512   2,065     9,684   7,051   3,948
 Administrative charges                        715     950      638       407      628     516     2,421   1,763     987
- ---------------------------------------------------------------------------------------------------------------------------
Total expenses                               3,577   4,752    3,189     2,036    3,140   2,581    12,105   8,814   4,935
Investment income (loss), net               15,461   5,407     (275)    8,896    4,723  (2,353)   27,239   7,170   3,267
Realized gains (losses) and unrealized
 appreciation (depreciation) on investments:
  Realized capital gain distributions
   on mutual funds                          61,907  16,114    5,391    13,002    2,268     456   143,312   5,328   8,202
  Realized gains (losses) on sales
   of investments, net                     (23,346)  1,960    2,603    11,507   23,197  12,194    13,548  15,707   2,914
- ---------------------------------------------------------------------------------------------------------------------------
Realized gains (losses)
 on investments, net                        38,561  18,074    7,994    24,509   25,465  12,650   156,860  21,035  11,116
Net change in unrealized appreciation
 (depreciation) on investments            (198,108)(127,265) 56,503   (31,637)  11,716  41,378   (70,051) 80,562  91,158
- ---------------------------------------------------------------------------------------------------------------------------
 Total realized gains (losses) and unrealized
 appreciation (depreciation) on 
   investments, net                       (159,547)(109,191) 64,497    (7,128)  37,181  54,028    86,809 101,597 102,274
Net increase (decrease) in net
 assets from operations                  ($144,086)(103,784) 64,222     1,768   41,904  51,675   114,048 108,767 105,541
- ---------------------------------------------------------------------------------------------------------------------------

<FN>
See   accompanying   notes   to   financial statements.
</FN>
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

Allianz Life Variable Account A
of Allianz Life Insurance Company of North America
Financial  Statements  (continued)      
Statements of Operations (cont.) 
For the years ended December 31, 1998, 1997, and 1996
                                               Templeton Global       Templeton International    Templeton International
                                            Income Securities Fund          Equity Fund          Smaller Companies Fund
- ---------------------------------------------------------------------------------------------------------------------------
                                            1998     1997    1996      1998    1997    1996      1998     1997    1996
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>      <C>     <C>       <C>     <C>     <C>       <C>      <C>     <C>
Investment income:
 Dividends reinvested in fund shares       $12,826  10,037   7,568    55,115   33,230  19,177       488     17       -
- ---------------------------------------------------------------------------------------------------------------------------
Expenses:
 Mortality and expense risk charges          1,127     903     745    10,176    8,366   6,014        99     29       3
 Administrative charges                        282     226     186     2,544    2,092   1,504        25      7       1
- ---------------------------------------------------------------------------------------------------------------------------
Total expenses                               1,409   1,129     931    12,720   10,458   7,518       124     36       4
 Investment income (loss), net              11,417   8,908   6,637    42,395   22,772  11,659       364    (19)     (4)
Realized  gains  (losses)  and   unrealized   appreciation   (depreciation)   on
 investments:
  Realized capital gain distributions
   on mutual funds                               -       -       -   110,714   50,952  23,468       565      -       -
  Realized gains (losses) on sales
   of investments, net                        (315)    668     432     9,119   13,328   4,043      (121)    (2)    119
- ---------------------------------------------------------------------------------------------------------------------------
Realized gains (losses)
 on investments, net                          (315)    668     432   119,833   64,280  27,511       444     (2)    119
Net change in unrealized appreciation
 (depreciation) on investments                (521) (6,915)  2,837   (97,026)  25,384 114,314    (4,295)(1,075)      -
- ---------------------------------------------------------------------------------------------------------------------------
 Total realized gains (losses) and unrealized
  appreciation (depreciation) on investments, net     (836) (6,247)    3,269   22,807  89,664   141,825 (3,851) (1,077)
119
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net
 assets from operations                    $10,581   2,661   9,906    65,202  112,436 153,484    (3,487)(1,096)    115
- ---------------------------------------------------------------------------------------------------------------------------

<FN>
See accompanying notes to financial statements.
</FN>
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

Allianz Life Variable Account A
of Allianz Life Insurance Company of North America
Financial  Statements  (continued)      
Statements of Operations (cont.) 
For the years ended December 31, 1998, 1997, and 1996
                                       Templeton Pacific Growth Fund U.S. Government Securities Fund Value Securities Fund
- ---------------------------------------------------------------------------------------------------------------------------
                                            1998     1997    1996        1998    1997    1996         1998     1997    1996
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>      <C>     <C>         <C>     <C>     <C>          <C>      <C>     <C>
Investment income:
 Dividends reinvested in fund shares       $10,966   8,455  10,710    64,457   52,576  45,170         -      -       -
- ---------------------------------------------------------------------------------------------------------------------------
Expenses:
 Mortality and expense risk charges          1,388     214   2,726     5,484    5,796   4,926         -      -       -
 Administrative charges                        347      53     682     1,371    1,449   1,231         -      -       -
- ---------------------------------------------------------------------------------------------------------------------------
Total expenses                               1,735     267   3,408     6,855    7,245   6,157         -      -       -
 Investment income (loss), net               9,231   8,188   7,302    57,602   45,331  39,013         -      -       -
Realized  gains  (losses)  and   unrealized   appreciation   (depreciation)   on
 investments:
  Realized capital gain distributions
   on mutual funds                           3,337       -   6,208         -        -       -         -      -      -
  Realized gains (losses) on sales
   of investments, net                     (38,525)    907   6,092    17,179   27,003  18,468        (3)     -       -
- ---------------------------------------------------------------------------------------------------------------------------
Realized gains (losses)
 on investments, net                       (35,188)    907  12,300    17,179   27,003  18,468        (3)     -       -
Net change in unrealized appreciation
 (depreciation) on investments              (7,500)(164,185)12,362   (18,101)     136 (37,068)     (289)     -       -
- ---------------------------------------------------------------------------------------------------------------------------
Total realized gains (losses) and
 unrealized appreciation (depreciation)
 on investments, net                       (42,688)(163,278)24,662      (922)  27,139 (18,600)     (292)     -       -
Net increase (decrease) in net
 assets from operations                   ($33,457) (155,090)31,964   56,680   72,470  20,413      (292)     -       -
- ---------------------------------------------------------------------------------------------------------------------------

<FN>
See   accompanying   notes   to   financial statements.
</FN>
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

Allianz Life Variable Account A
of Allianz Life Insurance Company of North America
Financial  Statements  (continued)      
Statements of Operations (cont.) 
For the years ended December 31, 1998, 1997, and 1996
                                            Zero Coupon Fund - 2000   Zero Coupon Fund - 2005    Zero Coupon Fund - 2010
- ---------------------------------------------------------------------------------------------------------------------------
                                            1998     1997    1996      1998    1997    1996      1998     1997    1996
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>      <C>     <C>       <C>     <C>     <C>       <C>      <C>     <C>
Investment income:
 Dividends reinvested in fund shares       $27,976  24,296  19,213    22,733   25,018  19,668    25,369 22,065   8,167
- ---------------------------------------------------------------------------------------------------------------------------
Expenses:
 Mortality and expense risk charges          2,236   2,223   2,212     2,431    2,373   2,270     2,862  2,535   1,411
 Administrative charges                        559     556     553       608      593     568       716    634     353
- ---------------------------------------------------------------------------------------------------------------------------
Total expenses                               2,795   2,779   2,765     3,039    2,966   2,838     3,578  3,169   1,764
 Investment income (loss), net              25,181  21,517  16,448    19,694   22,052  16,830    21,791 18,896   6,403
Realized  gains  (losses)  and   unrealized   appreciation   (depreciation)   on
 investments:
  Realized capital gain distributions
   on mutual funds                           4,476     550     190     5,259       87       -     3,510    176   2,213
  Realized gains (losses) on sales
   of investments, net                       4,953   5,922   2,734     2,463   11,706   4,146     2,415  1,074   6,865
- ---------------------------------------------------------------------------------------------------------------------------
Realized gains (losses)
 on investments, net                         9,429   6,472   2,924     7,722   11,793   4,146     5,925  1,250   9,078
Net change in unrealized appreciation
 (depreciation) on investments             (11,643) (6,554)(13,736)   13,788    1,480 (21,955)   27,536 35,571   4,806
- ---------------------------------------------------------------------------------------------------------------------------
Total realized gains (losses) and
 unrealized appreciation (depreciation)
 on investments, net                        (2,214)    (82)(10,812)   21,510   13,273 (17,809)   33,461 36,821  13,884
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net
 assets from operations                    $22,967  21,435   5,636    41,204   35,325    (979)   55,252 55,717  20,287
- ---------------------------------------------------------------------------------------------------------------------------

<FN>
See   accompanying   notes   to   financial statements.
</FN>
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

Allianz Life Variable Account A
of Allianz Life Insurance Company of North America
Financial  Statements  (continued)      
Statements of Operations (cont.) 
For the years ended December 31, 1998, 1997, and 1996
                                                                                                  Total All Funds
- ---------------------------------------------------------------------------------------------------------------------------
                                                                                             1998      1997      1996
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                           <C>       <C>       <C>
Investment income:
 Dividends reinvested in fund shares                                                      $ 829,763   619,133    514,679
- ---------------------------------------------------------------------------------------------------------------------------
Expenses:
 Mortality and expense risk charges                                                         115,794    95,822     77,110
 Administrative charges                                                                      28,950    23,956     19,277
- ---------------------------------------------------------------------------------------------------------------------------
Total expenses                                                                              144,744   119,778     96,387
 Investment income (loss), net                                                              685,019   499,355    418,292
Realized   gains  (losses)  and  unrealized   appreciation   (depreciation)   on
investments:
 Realized capital gain distributions on mutual funds                                        873,428   268,254    164,334
  Realized gains (losses) on sales of investments, net                                      144,683   324,660    252,789
- ---------------------------------------------------------------------------------------------------------------------------
Realized gains (losses) on investments, net                                               1,018,111   592,914    417,123
 Net change in unrealized appreciation (depreciation) on investments                     (1,240,497)  548,282    354,212
- ---------------------------------------------------------------------------------------------------------------------------
Total realized gains (losses) and unrealized appreciation
 (depreciation) on investments, net                                                        (222,386)1,141,196    771,335
Net increase (decrease) in net assets from operations                                     $ 462,633 1,640,551  1,189,627
- ---------------------------------------------------------------------------------------------------------------------------

<FN>
See accompanying notes to financial statements.
</FN>
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

Allianz Life Variable Account A
of Allianz Life Insurance Company of North America
Financial Statements (continued)

Statements of Changes in Net Assets 
For the years ended December 31, 1998, 1997 and 1996
                                                                                                     Global Health
                                       Adjustable U.S. Government Fund   Capital Growth Fund       Care Securities Fund
- ---------------------------------------------------------------------------------------------------------------------------
                                            1998     1997    1996        1998    1997    1996     1998     1997    1996
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>      <C>     <C>         <C>     <C>     <C>      <C>      <C>     <C>
Increase (decrease) in net assets:
 Operations:
  Investment income (loss), net                 $-       -  17,105      (776)    (113)     (2)      (67)     -       -
  Realized gains (losses) on investments, net    -       -   (10,027)     989     (11)        -      2       -       -
  Net change in unrealized appreciation
   (depreciation) on investments                 -       -    (200)   34,912     (548)   (140)    1,694      -       -
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets
 from operations                                 -       -   6,878    35,125     (672)   (142)    1,629      -       -
 Policy transactions (note 4):
  Purchase payments                              -       -   6,969         -        -       -         -      -       -
  Transfers between funds                        -       - (34,766)  194,912   94,715   4,560     6,656      -       -
  Surrenders and terminations                    -       -  (1,178)        -        -       -         -      -       -
  Rescissions                                    -       -       -         -        -       -         -      -       -
  Policy loan transactions                       -       -      74         -        -       -         -      -       -
  Other transactions (note 2)                    -       -  (2,842)   (3,276)    (429)      -       (20)     -       -
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets
 resulting from policy transactions              -       - (31,743)  191,636   94,286   4,560     6,636      -       -
- ---------------------------------------------------------------------------------------------------------------------------
Increase (decrease) in net assets                -       - (24,865)  226,761   93,614   4,418     8,265      -       -
Net assets at beginning of year                  -       -  24,865    98,032    4,418       -         -      -       -
- ---------------------------------------------------------------------------------------------------------------------------
Net assets at end of year                       $-       -       -   324,793   98,032   4,418     8,265      -       -
- ---------------------------------------------------------------------------------------------------------------------------

<FN>
See accompanying notes to financial statements.
</FN>
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

Allianz Life Variable Account A
of Allianz Life Insurance Company of North America
Financial Statements (continued)

Statements of Changes in Net Assets (cont.)
For the years ended December 31, 1998, 1997 and 1996


                            Global Utilities Securities Fund    Growth and Income Fund           High Income Fund
- ---------------------------------------------------------------------------------------------------------------------------
                                 1998      1997     1996       1998      1997      1996       1998     1997      1996
- ---------------------------------------------------------------------------------------------------------------------------
<S>                               <C>       <C>      <C>        <C>       <C>       <C>        <C>      <C>       <C>
Increase (decrease) in net assets:
 Operations:
  Investment income (loss), net $ 50,771   53,883    61,689     65,829    43,696     16,297   147,388   138,395    151,749
  Realized gains (losses) on
   investments, net             149,908   150,746   118,555    231,500   134,863    127,607    38,724    48,831     42,764
  Net change in unrealized
   appreciation (depreciation)
   on investments               (40,828)  116,553  ( 93,370)  (118,668)  283,057     37,916  (177,480)    4,999     26,432
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease)
 in net assets from
 operations                     159,851   321,182    86,874    178,661   461,616    181,820     8,632   192,225    220,945
- ---------------------------------------------------------------------------------------------------------------------------
 Policy transactions (note 4):
  Purchase payments             104,584   116,828   127,511    427,399   387,084    347,781    55,984    50,642     57,851
  Transfers between funds       (38,007)  (67,788) (163,650)   282,965   194,269    289,040   (12,125) (140,178)   344,787
  Surrenders and terminations   (46,228)  (8,311)   (80,389)   (66,385) (271,440)   (28,415)  (21,000)  (67,891)    (3,551)
  Rescissions                         -         -         -          -         -          -         -         -          -
  Policy loan transactions       32,511   (60,609)  (97,734)   (31,446)    3,110      8,174  (168,452)  (33,557)     8,073
  Other transactions (note 2)   (65,057) (60,143)   (65,596)  (202,446) (163,700)  (145,312)  (43,702)  (41,580)   (35,494)
- ---------------------------------------------------------------------------------------------------------------------------
Net increase
 (decrease) in net
 assets resulting from
 policy transactions            (12,197)  (80,023) (279,858)   410,087   149,323    471,268  (189,295) (232,564)   371,666
- ---------------------------------------------------------------------------------------------------------------------------
Increase (decrease)
  in net assets                 147,654   241,159  (192,984)   588,748   610,939    653,088  (180,663)  (40,339)   592,611
Net assets at beginning
 of year                      1,594,097 1,352,938 1,545,922  2,317,193 1,706,254  1,053,166 1,834,614 1,874,953  1,282,342
- ---------------------------------------------------------------------------------------------------------------------------
Net assets at end of year    $1,741,751 1,594,097 1,352,938  2,905,941 2,317,193  1,706,254 1,653,951 1,834,614  1,874,953
- ---------------------------------------------------------------------------------------------------------------------------


<FN>
See   accompanying notes to financial statements.
</FN>
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

Allianz Life Variable Account A
of Allianz Life Insurance Company of North America
Financial Statements (continued)

Statements of Changes in Net Assets (cont.)
For the years ended December 31, 1998, 1997 and 1996


                                                                   Investment Grade
                                 Income Securities Fund         Intermediate Bond Fund           Money Market Fund
- --------------------------------------------------------------------------------------------------------------------------------
                                 1998      1997     1996       1998      1997      1996       1998     1997      1996
- --------------------------------------------------------------------------------------------------------------------------------
<S>                               <C>       <C>      <C>        <C>       <C>       <C>        <C>      <C>       <C>
Increase (decrease) in net assets:
 Operations:
  Investment income (loss), net$ 100,580    62,457     27,550         -         -    3,249     52,588    29,826         27,558
  Realized gains (losses)
   on investments, net            29,857    22,389     7,923          -         -    1,981          -         -              -
  Net change in unrealized
   appreciation (depreciation)
   on investments               (115,794)   68,874    37,183          -         -   (3,575)         -         -              -
- --------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease)
 in net assets
 from operations                  14,643   153,720    72,656          -         -    1,655     52,588      29,826       27,558
- --------------------------------------------------------------------------------------------------------------------------------
 Policy transactions (note 4):
  Purchase payments              219,675   255,347   275,281          -         -   11,940   3,668,991   1,996,782   2,288,562
  Transfers between funds        295,129    46,671   120,002          -         -  (72,421) (2,423,871) (2,136,510) (2,221,762)
  Surrenders and terminations    (50,336)  (11,918)  (20,210)         -         -     (751)    (25,503)    (52,158)    (27,431)
  Rescissions                         -         -        -            -         -        -     (29,369)          -           -
  Policy loan transactions      (12,262)  (25,240)  (4,239)           -         -        -      (9,864)    (25,633)     (5,692)
  Other transactions (note 2)  (101,921)  (96,044) (98,005)           -         -   (5,413)    (39,778)    168,886     (13,338)
- --------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease)
 in net assets resulting
 from policy transactions       350,285   168,816  272,829            -         -  (66,645)   1,140,606    (48,633)      20,339
- --------------------------------------------------------------------------------------------------------------------------------
Increase (decrease) in
  net assets                    364,928   322,536  345,485            -         -  (64,990)   1,193,194    (18,807)      47,897
Net assets at
  beginning of year           1,192,087   869,551  524,066            -         -   64,990      710,942    729,749      681,852
- --------------------------------------------------------------------------------------------------------------------------------
Net assets at end of year    $1,557,015 1,192,087  869,551            -         -        -    1,904,136    710,942      729,749
- --------------------------------------------------------------------------------------------------------------------------------

<FN>
See accompanying notes to financial statements.
</FN>
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

Allianz Life Variable Account A
of Allianz Life Insurance Company of North America
Financial Statements (continued)

Statements of Changes in Net Assets (cont.)
For the years ended December 31, 1998, 1997 and 1996


                                               Mutual Discovery            Mutual Shares            Natural Resources
                                                Securities Fund           Securities Fund            Securities Fund
- ---------------------------------------------------------------------------------------------------------------------------
                                            1998     1997    1996      1998    1997    1996      1998     1997    1996
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>      <C>     <C>       <C>     <C>     <C>       <C>      <C>     <C>
Increase (decrease) in net assets:
 Operations:
  Investment income (loss), net            $ 2,748  (1,385)    (27)    4,119   (2,512)    (39)    1,695   1,324      837
  Realized gains (losses) on 
    investments, net                        10,893     166         -   20,290   2,034         2 (8,058)  (1,936)  16,425
  Net change in unrealized appreciation
   (depreciation) on investments           (49,861) 26,719     495   (35,219)  51,689   1,634   (35,420) (25,118) (8,994)
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net
 assets from operations                    (36,220) 25,500     468   (10,810)  51,211   1,597   (41,783) (25,730)  8,268
- ---------------------------------------------------------------------------------------------------------------------------
 Policy transactions (note 4):
 Purchase payments                               -       -       -    74,363   16,585       -    13,268  15,837   18,730
 Transfers between funds                   155,186 281,309  50,000   214,033  776,453  84,053    59,479  (5,829) (46,431)
 Surrenders and terminations                     -       -       -    (3,707)       -       -    (5,593)    (52)  (7,791)
 Rescissions                                     -       -       -         -        -       -         -       -        -
 Policy loan transactions                  (56,263)      -       -  (111,671)  (1,956)      -       789     172     (524)
 Other transactions (note 2)                (7,963) (1,893)      -   (41,817)  (9,654)    (44)   (6,590) (6,922)  (9,019)
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets
 resulting from policy transactions         90,960 279,416  50,000   131,201  781,428  84,009    61,353   3,206  (45,035)
- ---------------------------------------------------------------------------------------------------------------------------
Increase (decrease) in net assets           54,740 304,916  50,468   120,391  832,639  85,606    19,570 (22,524) (36,767)
Net assets at beginning of year            355,384  50,468       -   918,245   85,606       -   105,493 128,017  164,784
- ---------------------------------------------------------------------------------------------------------------------------
Net assets at end of year                 $410,124 355,384  50,468 1,038,636  918,245  85,606   125,063 105,493  128,017
- ---------------------------------------------------------------------------------------------------------------------------

<FN>
                                     
See accompanying notes to financial statements.
</FN>
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

Allianz Life Variable Account A
of Allianz Life Insurance Company of North America
Financial Statements (continued)

Statements of Changes in Net Assets (cont.)
For the years ended December 31, 1998, 1997 and 1996


                                 Real Estate Securities Fund       Rising Dividends Fund            Small Cap Fund
- ---------------------------------------------------------------------------------------------------------------------------
                                   1998      1997     1996       1998      1997      1996       1998     1997      1996
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>       <C>      <C>        <C>       <C>       <C>        <C>      <C>       <C>
Increase (decrease) in net assets:
 Operations:
  Investment income (loss), net $ 22,016    8,632      5,589      2,794     1,419       1,941    (3,937)    (1,212)    (131)
  Realized gains (losses) on
   investments, net               31,340   23,316      1,980    119,742    28,302       2,703    47,968      7,269      472
  Net change in
   unrealized appreciation
   (depreciation) on
   investments                  (179,557)  57,737     58,343    (77,635)   93,007      44,265   (48,794)    22,458    3,624
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease)
 in net assets from
 operations                     (126,201)  89,685     65,912     44,901   122,728      48,909    (4,763)    28,515    3,965
- ---------------------------------------------------------------------------------------------------------------------------
 Policy transactions (note 4):
  Purchase payments              115,546   92,480     67,454    161,902   108,408     74,745    113,167     44,998      683
  Transfers between funds         37,909  176,166     86,682    244,722   193,808     86,767    400,975    248,658   51,952
  Surrenders and terminations             (10,028)    (2,795)    (1,098)  (14,872)   (17,668)    (7,693)    (9,697)    (965)
75
  Rescissions                          -        -          -          -         -          -          -          -        -
  Policy loan transactions        (4,950) (15,416)    (1,340)    (4,345)   (5,874)    (1,876)      (575)         -        -
  Other transactions (note 2)             (55,881)   (43,348)   (27,619)  (78,620)   (51,398)   (33,070)   (47,188) (19,801)
(239)
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in
 net assets resulting from
 policy transactions              82,596  207,087    124,079    308,787   227,276    118,873    456,682    272,890   52,471
- ---------------------------------------------------------------------------------------------------------------------------
Increase (decrease) in
  net assets                     (43,605) 296,772    189,991    353,688   350,004    167,782    451,919    301,405   56,436
Net assets at beginning
  of year                        646,288  349,516    159,525    654,915   304,911    137,129    357,841     56,436        -
- ---------------------------------------------------------------------------------------------------------------------------
Net assets at end of year       $602,683  646,288    349,516  1,008,603   654,915    304,911    809,760    357,841   56,436
- ---------------------------------------------------------------------------------------------------------------------------

<FN>
See accompanying notes to financial statements.
</FN>
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

Allianz Life Variable Account A
of Allianz Life Insurance Company of North America
Financial Statements (continued)

Statements of Changes in Net Assets (cont.)
For the years ended December 31, 1998, 1997 and 1996


                                Templeton Developing Markets         Templeton Global              Templeton Global
                                         Equity Fund               Asset Allocation Fund              Growth Fund
- ---------------------------------------------------------------------------------------------------------------------------
                                   1998      1997     1996       1998      1997      1996       1998     1997      1996
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>       <C>      <C>        <C>       <C>       <C>        <C>      <C>       <C>
Increase (decrease) in net assets:
 Operations:
  Investment income (loss), net $ 15,461      5,407       (275)    8,896     4,723     (2,353)  27,239     7,170     3,267
  Realized gains (losses) on
   investments, net               38,561     18,074      7,994    24,509    25,465     12,650  156,860    21,035    11,116
  Net change in unrealized
   appreciation (depreciation)
   on investments               (198,108)  (127,265)    56,503   (31,637)   11,716     41,378  (70,051)   80,562    91,158
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease)
 in net assets
 from operations                (144,086)  (103,784)    64,222     1,768    41,904     51,675  114,048   108,767   105,541
- ---------------------------------------------------------------------------------------------------------------------------
 Policy transactions (note 4):
  Purchase payments              159,440    191,340    215,896     1,438       430        439  318,275   317,636   335,873
  Transfers between funds          5,954      2,200    267,310     5,929  (108,898)   333,332  262,188   272,672   119,840
  Surrenders and terminations    (19,910)   (24,839)   (10,080)        -      (108)         -  (42,480)  (35,910)  (12,771)
  Rescissions                          -          -          -         -         -          -        -         -         -
  Policy loan transactions       (16,461)   (20,884)    (2,638)  (77,494)        -          -  (11,353)  (19,640)   (8,767)
  Other transactions (note 2)    (56,866)   (77,790)   (73,383)   (4,852)   (5,240)    (1,945)(144,669) (131,055) (113,183)
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease)
 in net assets resulting
 from policy transactions         72,157    70,027     397,105   (74,979) (113,816)   331,826  381,961   403,703   320,992
- ---------------------------------------------------------------------------------------------------------------------------
Increase (decrease) in
  net assets                     (71,929)  (33,757)    461,327   (73,211)  (71,912)   383,501  496,009   512,470   426,533
Net assets at beginning
  of year                        635,389   669,146     207,819   311,809   383,721       220 1,287,362   774,892   348,359
- ---------------------------------------------------------------------------------------------------------------------------
Net assets at end of year       $563,460   635,389     669,146   238,598   311,809   383,721 1,783,371 1,287,362   774,892
- ---------------------------------------------------------------------------------------------------------------------------

<FN>
See accompanying notes to financial statements.
</FN>
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

Allianz Life Variable Account A
of Allianz Life Insurance Company of North America
Financial Statements (continued)

Statements of Changes in Net Assets (cont.)
For the years ended December 31, 1998, 1997 and 1996


                                      Templeton Global            Templeton International       Templeton International
                                   Income Securities Fund               Equity Fund             Smaller Companies Fund
- ---------------------------------------------------------------------------------------------------------------------------
                                   1998      1997     1996       1998      1997      1996       1998     1997      1996
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                <C>       <C>      <C>        <C>       <C>       <C>        <C>      <C>       <C>
Increase (decrease) in net assets:
 Operations:
  Investment income (loss), net $ 11,417    8,908    6,637      42,395      22,772    11,659      364     (19)        (4)
  Realized gains (losses)
   on investments, net             (315)      668      432     119,833      64,280    27,511      444      (2)       119
  Net change in unrealized
   appreciation (depreciation)
 on investments                    (521)   (6,915)   2,837     (97,026)     25,384   114,314   (4,295) (1,075)         -
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in
 net assets from
 operations                      10,581     2,661    9,906      65,202     112,436   153,484   (3,487) (1,096)       115
- ---------------------------------------------------------------------------------------------------------------------------
 Policy transactions (note 4):
  Purchase payments              43,650    42,795   39,862     343,054     359,829   371,300        -        -          -
  Transfers between funds         8,645    (1,929)   9,506     214,070     170,913   100,214    9,480   13,608       (115)
  Surrenders and terminations    (2,203)   (1,422)  (2,101)    (77,537)    (30,410)  (30,572)       -        -          -
  Rescissions                         -         -        -           -           -         -        -        -          -
  Policy loan transactions       (4,262)   (2,728)    (425)    (14,359)    (37,789)  (10,040)       -        -          -
  Other transactions (note 2)   (18,506)  (17,463) (16,260)   (150,458)   (138,095) (129,653)    (360)     (42)         -
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in
 net assets resulting
 from policy transactions        27,324    19,253    30,582     314,770    324,448    301,249    9,120   13,566      (115)
- ---------------------------------------------------------------------------------------------------------------------------
Increase (decrease) in net assets37,905    21,914    40,488     379,972    436,884    454,733    5,633   12,470         -
Net assets at beginning of year 151,430   129,516    89,028   1,446,893  1,010,009    555,276   12,470        -         -
- ---------------------------------------------------------------------------------------------------------------------------
Net assets at end of year      $189,335   151,430   129,516   1,826,865  1,446,893  1,010,009   18,103   12,470         -
- ---------------------------------------------------------------------------------------------------------------------------

<FN>
See accompanying notes to financial statements.
</FN>
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

Allianz Life Variable Account A
of Allianz Life Insurance Company of North America
Financial Statements (continued)

Statements of Changes in Net Assets (cont.)
For the years ended December 31, 1998, 1997 and 1996


                                Templeton Pacific Growth Fund U.S. Government Securities Fund    Value Securities Fund
- ---------------------------------------------------------------------------------------------------------------------------
                                   1998      1997     1996       1998      1997      1996       1998     1997      1996
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>       <C>      <C>        <C>       <C>       <C>        <C>      <C>       <C>
Increase (decrease) in net assets:
 Operations:
  Investment income (loss), net $ 9,231     8,188      7,302    57,602    45,331     39,013         -        -         -
  Realized gains (losses)
 on investments, net            (35,188)      907     12,300    17,179    27,003     18,468        (3)       -         -
Net change in unrealized
 appreciation (depreciation)
 on investments                  (7,500) (164,185)    12,362   (18,101)      136    (37,068)     (289)       -         -
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in
 net assets from
 operations                     (33,457) (155,090)    31,964    56,680    72,470     20,413      (292)       -         -
- ---------------------------------------------------------------------------------------------------------------------------
Policy transactions (note 4):
 Purchase payments               91,236   134,478    181,194    36,225    40,913     26,467         -        -         -
 Transfers between funds        (25,732)  (41,449)    14,234     2,433  (108,226)   261,674     3,405        -         -
 Surrenders and terminations    (15,757)  (10,217)   (20,255)  (28,787)  (20,318)    (7,837)        -        -         -
 Rescissions                          -         -          -         -         -         -          -        -         -
 Policy loan transactions        (2,091)  (13,651)    (2,894)   (7,674)   (7,823)     (424)         -        -         -
 Other transactions (note 2)    (29,702)  (52,839)   (73,664)  (28,339)  (27,460)  (19,100)       (15)       -         -
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease)
 in net assets resulting
 from policy transactions        17,954    16,322     98,615   (26,142) (122,914)  260,780      3,390        -         -
- ---------------------------------------------------------------------------------------------------------------------------
Increase (decrease) in
  net assets                    (15,503) (138,768)   130,579    30,538   (50,444)  281,193      3,098        -         -
Net assets at beginning
  of year                       289,825   428,593    298,014   877,698   928,142   646,949          -        -         -
- ---------------------------------------------------------------------------------------------------------------------------
Net assets at end of year      $274,322   289,825    428,593   908,236   877,698   928,142      3,098        -         -
- ---------------------------------------------------------------------------------------------------------------------------

<FN>
See accompanying notes to financial statements.
</FN>
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

Allianz Life Variable Account A
of Allianz Life Insurance Company of North America
Financial Statements (continued)

Statements of Changes in Net Assets (cont.)
For the years ended December 31, 1998, 1997 and 1996


                                           Zero Coupon Fund - 2000   Zero Coupon Fund - 2005    Zero Coupon Fund - 2010
- ---------------------------------------------------------------------------------------------------------------------------
                                            1998     1997    1996      1998    1997    1996      1998     1997    1996
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>      <C>     <C>       <C>     <C>     <C>       <C>      <C>     <C>
Increase (decrease) in net assets:
 Operations:
  Investment income (loss), net           $ 25,181  21,517     16,448    19,694   22,052   16,830   21,791  18,896    6,403
  Realized gains (losses) on
    investments, net                         9,429   6,472      2,924     7,722   11,793    4,146    5,925   1,250    9,078
  Net change in unrealized appreciation
   (depreciation) on investments           (11,643) (6,554)   (13,736)   13,788    1,480  (21,955)  27,536  35,571    4,806
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net
 assets from operations                     22,967  21,435      5,636    41,204   35,325     (979)  55,252  55,717   20,287
- ---------------------------------------------------------------------------------------------------------------------------
 Policy transactions (note 4):
  Purchase payments                              -       -          -         -        -        -        -      -        -
  Transfers between funds                        - (17,434)         -         -  (61,213)  57,145        -   3,652  223,644
  Surrenders and terminations               (9,045)      -          -         -        -   (3,894)       -       -        -
  Rescissions                                    -       -          -         -        -        -        -       -        -
  Policy loan transactions                  (7,106)    (73)       (64)        -        -        -   (1,739)   (183)    (176)
  Other transactions (note 2)               (4,490) (4,421)    (4,271)   (4,873)  (4,798)  (4,109)  (6,849) (5,717)  (3,437)
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets
 resulting from policy transactions        (20,641)(21,928)    (4,335)   (4,873) (66,011)  49,142   (8,588) (2,248)  220,031
- ---------------------------------------------------------------------------------------------------------------------------
Increase (decrease) in net assets            2,326    (493)     1,301    36,331  (30,686)  48,163   46,664  53,469   240,318
Net assets at beginning of year            350,230 350,723    349,422   354,637  385,323  337,160  409,523 356,054   115,736
- ---------------------------------------------------------------------------------------------------------------------------
Net assets at end of year                 $352,556 350,230    350,723   390,968  354,637  385,323  456,187 409,523   356,054
- ---------------------------------------------------------------------------------------------------------------------------

<FN>
See accompanying notes to financial statements.
</FN>
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

Allianz Life Variable Account A
of Allianz Life Insurance Company of North America
Financial Statements (continued)

Statements of Changes in Net Assets (cont.)
For the years ended December 31, 1998, 1997 and 1996


                                                                                                Total All Funds
- ---------------------------------------------------------------------------------------------------------------------------
                                                                                          1998        1997      1996
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                        <C>         <C>       <C>
Increase (decrease) in net assets:
 Operations:
  Investment income (loss), net                                                         $ 685,019    499,355     418,292
  Realized gains (losses) on investments, net                                           1,018,111    592,914     417,123
  Net change in unrealized appreciation (depreciation) on investments                  (1,240,497)   548,282     354,212
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets from operations                                     462,633  1,640,551   1,189,627
 Policy transactions (note 4):
Purchase payments                                                                       5,948,197  4,172,412   4,448,538
Transfers between funds                                                                   (95,665)  (214,360)    (34,403)
Surrenders and terminations                                                              (449,068)  (556,422)   (265,942)
Rescissions                                                                               (29,369)         -           -
Policy loan transactions                                                                 (509,067)  (267,774)   (120,512)
Other transactions (note 2)                                                            (1,144,238)  (790,946)   (874,996)
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets resulting from policy transactions                3,720,790  2,342,910   3,152,685
- ---------------------------------------------------------------------------------------------------------------------------
Increase (decrease) in net assets                                                       4,183,423  3,983,461   4,342,312
Net assets at beginning of year                                                        16,912,397 12,928,936   8,586,624
- ---------------------------------------------------------------------------------------------------------------------------
Net assets at end of year                                                             $21,095,820 16,912,397  12,928,936
- ---------------------------------------------------------------------------------------------------------------------------


<FN>
See accompanying notes to financial statements.
</FN>
</TABLE>

<PAGE>

Allianz Life Variable Account A
of Allianz Life Insurance Company of North America
Notes to Financial Statements
December 31, 1998


1. ORGANIZATION

Allianz Life Variable  Account A (Variable  Account) is a segregated  investment
account of  Allianz  Life  Insurance  Company of North  America  (Allianz  Life)
registered  with the  Securities  and Exchange  Commission as a unit  investment
trust  pursuant  to the  provisions  of the  Investment  Company Act of 1940 (as
amended).  The Variable  Account was  established  on May 31, 1985 and commenced
operations  September 8, 1987.  Accordingly,  it is an accounting entity wherein
all segregated account transactions are reflected.

The Variable  Account's assets are the property of Allianz Life and are held for
the benefit of the owners and other persons  entitled to payments under variable
life policies  issued through the Variable  Account and  underwritten by Allianz
Life.  The  assets of the  Variable  Account,  equal to the  reserves  and other
liabilities of the Variable  Account,  are not chargeable with  liabilities that
arise from any other business which Allianz Life may conduct.

The Variable  Account's  sub-accounts may invest, at net asset values, in one or
more of the funds of the Franklin  Valuemark  Funds  (FVF),  managed by Franklin
Advisers, Inc. and its Templeton and Franklin affiliates, in accordance with the
selection  made by the policy  owner.  Not all funds are available as investment
options for the products which comprise the Variable Account.

Certain officers and trustees of the FVF are also officers and/or directors of 
Franklin Advisers, Inc. and/or Allianz Life.


2. SIGNIFICANT ACCOUNTING POLICIES


Use of Estimates
The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.


Investments
Investments  of the Variable  Account are valued daily at market value using net
asset values provided by Franklin Advisers, Inc.

Realized investment gains include realized gain distributions  received from the
respective  funds and  gains on the sale of fund  shares  as  determined  by the
average  cost  method.   Realized  gain  distributions  are  reinvested  in  the
respective funds. Dividend distributions received from the FVF are reinvested in
additional  shares of the FVF and are recorded as income to the Variable Account
on the ex-dividend date.

A Fixed Account investment option is available to variable universal life policy
owners.  This account is comprised of equity and fixed income  investments which
are part of the general  assets of Allianz Life.  The  liabilities  of the Fixed
Account are part of the general obligations of Allianz Life and are not included
in the  Variable  Account.  The  guaranteed  minimum rate of return on the Fixed
Account is 3 %.

The Global Health Care Securities  Fund and Value  Securities Fund were added as
available  investment  options  on May 1,  1998.  The  Capital  Growth  Fund and
Templeton   International   Smaller  Companies  Fund  were  added  as  available
investment  options on May 1, 1996.  The Mutual  Discovery  Securities  Fund and
Mutual  Shares  Securities  Fund were added as available  investment  options on
November 8, 1996. The  Investment  Grade  Intermediate  Bond Fund and Adjustable
U.S.  Government  Fund were  closed on October  25, 1996 when shares of the U.S.
Government Securities Fund were substituted for all shares of both funds.

On May 1, 1998,  the Utility  Equity  Fund name was changed to Global  Utilities
Securities Fund. The Precious Metals Fund name was changed to Natural  Resources
Securities  Fund on May 1, 1997. On May 1, 1996, the Global Income Fund name was
changed to Templeton Global Income Securities Fund.

<PAGE>

2. SIGNIFICANT ACCOUNTING POLICIES (CONT.)


Expenses

Asset Based Expenses
A mortality and expense risk charge is deducted  from the Variable  Account on a
daily basis equal,  on an annual  basis,  to .60% of the daily net assets of the
Variable Account.

An administrative  charge is deducted from the Variable Account on a daily basis
equal,  on an annual  basis,  to .15% of the daily  net  assets of the  Variable
Account.


Contract Based Expenses
A cost of insurance charge is deducted against each policy by liquidating units.
The amount of the charge is based  upon age,  sex,  rate class and net amount at
risk (death  benefit less total cash surrender  value).  Total cost of insurance
charges paid by the policy  owners for the years ended  December 31, 1998,  1997
and 1996 were $939,693, $832,417 and $715,700, respectively.

A deferred  issue  charge is deducted  annually,  at the end of the policy year,
from each single premium  variable life policy for the first ten policy years by
liquidating  units.  The  amount  of  the  charge  is 7% of the  single  premium
consisting  of 2.5% for premium  taxes,  4% for sales  charge and .5% for policy
issue charge (in the State of California,  2.35%, 4.15% and .5%,  respectively).
If  the  policy  is  surrendered  before  the  full  amount  is  collected,  the
uncollected  portion of this charge is deducted  from the account  value.  Total
deferred  issue charges paid by the policy  owners for the years ended  December
31, 1998, 1997 and 1996 were $40,600, $37,629, and $28,152, respectively.

A policy charge is deducted on each monthly  anniversary date from each variable
universal life policy by liquidating units. The amount of the charge is equal to
2.5% of each premium  payment for premium taxes plus $20 per month for the first
policy year and $9 per month guaranteed thereafter.  Currently, Allianz Life has
agreed to  voluntarily  limit the charge to $5 per month after the first  policy
year.  Total  policy  charges  paid by the  policy  owners  for the years  ended
December  31,  1998,  1997 and  1996  were  $213,159,  $211,485,  and  $204,321,
respectively.

Twelve free transfers are permitted each contract year.  Thereafter,  the fee is
the lesser of $25 or 2% of the amount transferred. No transfer charges were paid
by the policy  owners during the years ended  December 31, 1998,  1997 and 1996,
respectively. Net transfers to the Fixed Account during the years ended December
31, 1998, 1997 and 1996 were $95,665, $214,360, and $34,403, respectively.

The cost of  insurance,  deferred  issue,  policy and transfer  charges paid are
reflected in the Statements of Changes in Net Assets as Other transactions.


3. FEDERAL INCOME TAXES

Operations  of the  Variable  Account  form a  part  of,  and  are  taxed  with,
operations of Allianz Life, which is taxed as a life insurance company under the
Internal Revenue Code.

Allianz Life does not expect to incur any federal  income taxes in the operation
of the Variable  Account.  If, in the future,  Allianz Life  determines that the
Variable  Account may incur federal  income  taxes,  it may then assess a charge
against the Variable Account for such taxes.




<PAGE>

<TABLE>
<CAPTION>

4. POLICY TRANSACTIONS - UNIT ACTIVITY

Transactions  in units for each fund for the years ended December 31, 1998, 1997
and 1996, were as follows:

                                                   Global     Global                               Investment             Mutual
                          Adjustable U.S Capital Health Care Utilities Growth and   High   Income    Grade        Money  Discovery
                            Government   Growth  Securities  Securities  Income    Income Securities Intermediate Market Securities
                               Fund       Fund      Fund       Fund       Fund       Fund    Fund    Bond Fund     Fund     Fund
- ---------------------------------------------------------------------------------------------------------------------------
<S>                             <C>       <C>        <C>        <C>        <C>        <C>     <C>       <C>        <C>       <C>
Units outstanding at
 December 31, 1995            2,013       -           -       66,198     38,021     65,333  26,614     4,259     45,768        -
Policy transactions:
 Purchase payments              553       -           -        5,397     12,119      2,801  13,495       778    147,764        -
 Transfers between funds     (2,257)     391          -       (6,933)     9,962     17,863   5,904    (4,635)  (143,612)    4,953
 Surrenders and terminations    (94)      -           -       (3,354)    (1,005)      (177) (1,004)      (49)    (1,836)       -
 Policy loan transactions         6       -           -       (4,007)       311        405    (212)       -        (376)       -
 Other transactions            (221)      -           -       (2,782)    (5,057)    (1,722) (4,812)     (353)      (778)       -
- ---------------------------------------------------------------------------------------------------------------------------

Net increase (decrease)
 in units resulting from
 policy transactions         (2,013)     391          -      (11,679)    16,330     19,170  13,371    (4,259)     1,162     4,953

Units outstanding at
 December 31, 1996               -       391          -       54,519     54,351     84,503  39,985        -      46,930     4,953

Policy transactions:
 Purchase payments               -        -           -        4,451     10,974      2,141  11,090        -     125,344        -
 Transfers between funds         -     7,029          -       (2,894)     5,516     (5,679)  1,881        -    (120,861)   24,650
 Surrenders and terminations     -        -           -         (304)    (7,932)    (3,022)   (513)       -      (3,267)       -
 Policy loan transactions        -        -           -       (2,428)       (68)    (1,471) (1,113)       -      (1,621)       -
 Other transactions              -      (34)          -       (2,288)    (4,624)    (1,789) (4,161)       -      (2,758)     (164)
- ---------------------------------------------------------------------------------------------------------------------------

Net increase (decrease)
 in units resulting from
 policy transactions             -    6,995           -       (3,463)     3,866     (9,820)  7,184        -      (3,163)   24,486
- ---------------------------------------------------------------------------------------------------------------------------

Units outstanding at
 December 31, 1997               -    7,386           -       51,056     58,217     74,683  47,169        -      43,767    29,439
- ---------------------------------------------------------------------------------------------------------------------------

Policy transactions:
 Purchase payments               -       -            -        3,254     10,356      2,263   8,710        -     216,819        -
 Transfers between funds         -   13,340          778      (1,327)     6,612       (511) 11,713        -    (142,026)   11,424
 Surrenders and terminations     -       -            -       (1,451)    (1,628)      (852) (1,996)       -      (1,535)       -
 Rescissions                     -       -            -           -          -          -       -         -      (1,784)       -
 Policy loan transactions        -       -            -        1,042       (754)    (6,603)   (481)       -        (599)   (4,187)
 Other transactions              -     (230)         (2)      (2,025)    (4,902)    (1,762) (4,044)       -      (2,394)     (647)
- ---------------------------------------------------------------------------------------------------------------------------

Net increase (decrease)
 in units resulting from
 policy transactions             -   13,110          776        (507)     9,684     (7,465) 13,902        -      68,481     6,590
- ---------------------------------------------------------------------------------------------------------------------------

Units outstanding at
 December 31, 1998               -   20,496          776      50,549     67,901     67,218  61,071        -     112,248    36,029
- ---------------------------------------------------------------------------------------------------------------------------


<PAGE>


4. POLICY TRANSACTIONS - UNIT ACTIVITY (CONT.)
                                                                                                         Templeton
                        Mutual    Natural                               Templeton    Templeton  Templeton  Global    Templeton
                        Shares   Resources Real Estate  Rising   Small  Developing  Global Asset Global    Income   International
                     Securities Securities Securities  Dividends Cap  Markets Equity Allocation  Growth   Securities  Equity
                         Fund      Fund      Fund       Fund     Fund     Fund        Fund        Fund      Fund       Fund
- ---------------------------------------------------------------------------------------------------------------------------
<S>                       <C>       <C>       <C>        <C>      <C>      <C>         <C>         <C>       <C>        <C>
Units outstanding at
 December 31, 1995          -     10,831     7,628     10,700       -    22,210          21      31,471     5,801     40,830
Policy transactions:
 Purchase payments          -      1,115     2,975      5,400       54   20,769          39      28,048     2,551     24,859
 Transfers between
  funds                  8,284    (2,791)    3,397      6,298    4,297   24,526      30,441       9,880       609      6,586
 Surrenders and
  terminations              -       (438)      (51)      (581)       6     (952)         -       (1,089)     (138)    (2,070)
 Policy loan transactions   -        (29)      (62)      (134)      -      (251)         -         (718)      (26)      (665)
  Other transactions       (4)      (536)   (1,209)    (2,379)     (19)  (7,042)      (169)      (9,435)   (1,041)    (8,691)
- ---------------------------------------------------------------------------------------------------------------------------

Net increase
 (decrease) in units
resulting from policy
transactions             8,280    (2,679)    5,050      8,604    4,338   37,050     30,311       26,686     1,955     20,019
- ---------------------------------------------------------------------------------------------------------------------------

Units outstanding at
 December 31, 1996       8,280     8,152    12,678     19,304    4,338   59,260     30,332       58,157     7,756     60,849
- ---------------------------------------------------------------------------------------------------------------------------

Policy transactions:
 Purchase payments       1,460     1,090     3,106      5,847    3,088   15,655         31       21,703     2,567     19,816
 Transfers between
  funds                 67,284      (400)    5,867     10,275   17,595   (2,887)    (7,728)      18,498      (108)     9,327
 Surrenders and
  terminations              -         (6)      (93)      (909)     (74)  (1,900)        (9)      (2,308)      (85)    (1,686)
 Policy loan transactions  (184)      (7)     (534)      (334)       -   (1,728)         -       (1,348)     (164)    (2,099)
 Other transactions        (841)    (475)   (1,455)    (2,780)  (1,348)  (6,291)      (396)      (8,935)   (1,050)    (7,573)
- ---------------------------------------------------------------------------------------------------------------------------

Net increase
(decrease) in units
resulting from
policy transactions      67,719      202     6,891     12,099   19,261    2,849     (8,102)      27,610     1,160     17,785
- ---------------------------------------------------------------------------------------------------------------------------

Units outstanding at
 December 31, 1997       75,999    8,354    19,569     31,403   23,599   62,109     22,230       85,767     8,916     78,634
- ---------------------------------------------------------------------------------------------------------------------------

Policy transactions:
 Purchase payments        6,140    1,227     3,889      7,667    7,774   18,632        102       20,228     2,504     17,692
 Transfers between
  funds                  16,707    4,888     1,042     11,079   26,906      714        445       16,458       502     10,775
 Surrenders and
  terminations             (307)    (544)     (354)      (668)    (631)  (2,188)         -       (2,700)     (129)    (3,966)
 Rescissions                -        -         -          -        -        -           -           -         -          -
 Policy loan transactions (8,559)     57      (163)      (199)     (47)  (1,902)     (5,298)       (677)     (244)      (733)
 Other transactions       (3,446)   (609)   (1,880)    (3,711)  (3,266)  (6,572)       (335)     (9,229)   (1,062)    (7,641)
- ---------------------------------------------------------------------------------------------------------------------------

Net increase
(decrease) in units
resulting from
policy transactions       10,535   5,019     2,534     14,168   30,736    8,684      (5,086)     24,080     1,571     16,127
- ---------------------------------------------------------------------------------------------------------------------------

Units outstanding at
 December 31, 1998        86,534  13,373    22,103     45,571   54,335   70,793      17,144     109,847    10,487     94,761
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

4. POLICY TRANSACTIONS - UNIT ACTIVITY (CONT.)

                                             Templeton
                                           International  Templeton   U.S.                 Zero     Zero     Zero
                                              Smaller      Pacific  Government   Value    Coupon   Coupon   Coupon    Total
                                             Companies     Growth   Securities Securities  Fund -   Fund -   Fund -    All
                                                Fund        Fund      Fund       Fund      2000     2005     2010     Funds
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                              <C>         <C>       <C>        <C>       <C>      <C>      <C>      <C>
Units outstanding at December 31, 1995            -       21,322    32,402         -     14,874   12,382    3,735  462,413
Policy transactions:
 Purchase payments                                -       12,100     1,329         -         -     2,260       -   282,146
 Transfers between funds                          -          802    12,856         -          1     (149)   8,290   (2,628)
 Surrenders and terminations                      -       (1,318)     (400)        -         -        -        -   (14,699)
 Policy loan transactions                         -         (189)      (22)        -        (3)       -       (7)   (5,979)
 Other transactions                               -       (4,907)     (961)        -      (185)    (162)    (122)  (52,587)
- ---------------------------------------------------------------------------------------------------------------------------

Net increase (decrease) in units
 resulting from policy transactions               -        6,488    12,802         -      (187)   1,949    8,161   206,253
- ---------------------------------------------------------------------------------------------------------------------------

Units outstanding at December 31, 1996            -       27,810    45,204         -    14,687   14,331   11,896   668,666

Policy transactions:
 Purchase payments                                -        9,779     1,925         -         -       -        -    240,067
 Transfers between funds                       1,143      (2,629)   (5,101)        -      (707) (2,226)      119    17,964
 Surrenders and terminations                      -         (759)     (952)        -         -       -        -    (23,819)
 Policy loan transactions                         -         (884)     (382)        -        (3)      -       (6)   (14,374)
 Other transactions                              (4)      (3,737)   (1,294)        -      (181)   (173)    (183)   (52,534)
- ---------------------------------------------------------------------------------------------------------------------------

Net increase (decrease) in units
 resulting from policy transactions            1,139       1,770    (5,804)        -      (891)  (2,399)    (70)   167,304
- ---------------------------------------------------------------------------------------------------------------------------

Units outstanding at December 31, 1997         1,139      29,580    39,400         -    13,796   11,932  11,826    835,970

Policy transactions:
 Purchase payments                                -       11,546     1,572         -        -        -        -    340,375
 Transfers between funds                         795      (2,703)       45        401       -        -        -    (11,943)
 Surrenders and terminations                      -       (2,018)   (1,237)        -     (346)       -        -    (22,550)
 Rescissions                                      -           -         -          -        -        -        -     (1,784)
 Policy loan transactions                         -         (247)     (332)        -     (263)       -      (45)   (30,234)
 Other transactions                             (35)      (3,684)   (1,215)       (2)    (171)    (154)    (184)   (59,202)
- ---------------------------------------------------------------------------------------------------------------------------

Net increase (decrease) in units
 resulting from policy transactions              760       2,894    (1,167)       399    (780)    (154)    (229)   214,662

Units outstanding at December 31, 1998         1,899      32,474    38,233        399  13,016   11,778   11,597  1,050,632
- ---------------------------------------------------------------------------------------------------------------------------

</TABLE>

<PAGE>
<TABLE>
<CAPTION>


5. UNIT VALUES

A summary of unit values and units  outstanding  for variable life contracts and
the expense ratios,  including expenses of the underlying funds, for each of the
five years in the period ended December 31, 1998 follows.

                                                                                                               Ratio of
                                                                                                             Expenses to
                                                                            Units                              Average
                                                                          Outstanding Unit Value  Net Assets  Net Assets*
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                           <C>        <C>         <C>         <C>
Adjustable U.S. Government Fund
December 31,
 19961                                                                     18,047      $12,873     $232,322       1.34%
 1995                                                                       2,013       12.352       24,865       1.34
 1994                                                                         654       11.374        7,427       1.32
 1993                                                                         403       11.481        4,622       1.33


Capital Growth Fund
December 31,
 1998                                                                      20,496       15.847      324,793       1.52
 1997                                                                       7,386       13.273       98,032       1.52
 19962                                                                        391       11.303        4,418       1.52


Global Health Care Securities Fund
December 31,
 19983                                                                        776       10.656        8,265       1.59


Global Utilities Securities Fund
December 31,
 1998                                                                      50,549       34.456    1,741,751       1.25
 1997                                                                      51,056       31.223    1,594,097       1.25
 1996                                                                      54,519       24.816    1,352,938       1.25
 1995                                                                      66,198       23.353    1,545,922       1.25
 1994                                                                      59,969       17.912    1,074,173       1.27


Growth and Income Fund
December 31,
 1998                                                                      67,901       42.797    2,905,941       1.24
 1997                                                                      58,217       39.803    2,317,193       1.24
 1996                                                                      54,351       31.393    1,706,254       1.25
 1995                                                                      38,021       27.700    1,053,166       1.27
 1994                                                                      29,795       21.010      625,982       1.29


High Income Fund
December 31,
 1998                                                                      67,218       24.606    1,653,951       1.28
 1997                                                                      74,683       24.565    1,834,614       1.28
 1996                                                                      84,503       22.188    1,874,953       1.29
 1995                                                                      65,333       19.628    1,282,342       1.31
 1994                                                                      63,380       16.512    1,046,519       1.35
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

5. UNIT VALUES (CONT.)

                                                                                                               Ratio of
                                                                                                             Expenses to
                                                                            Units                              Average
                                                                          Outstanding Unit Value  Net Assets  Net Assets*
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                          <C>         <C>         <C>         <C>
Income Securities Fund
December 31,
 1998                                                                      61,071      $25.496   $1,557,015       1.24%
 1997                                                                      47,169       25.273    1,192,087       1.25
 1996                                                                      39,985       21.747      869,551       1.25
 1995                                                                      26,614       19.691      524,066       1.26
 1994                                                                      10,514       16.208      170,404       1.29


Investment Grade Intermediate Bond Fund
December 31,
 19961                                                                      4,699       15.617       73,376       1.35
 1995                                                                       4,259       15.260       64,990       1.36
 1994                                                                       6,002       13.978       83,891       1.38
 1993                                                                         582       14.017        8,158       1.41

Money Market Fund
December 31,
 1998                                                                     112,248       16.964    1,904,136       1.20
 1997                                                                      43,767       16.244      710,942       1.20
 1996                                                                      46,930       15.550      729,749       1.18
 1995                                                                      45,768       14.898      681,852       1.15
 1994                                                                      37,381       14.194      530,565       1.21


Mutual Discovery Securities Fund
December 31,
 1998                                                                      36,029       11.383      410,124       1.75
 1997                                                                      29,439       12.072      355,384       1.81
 19964                                                                      4,953       10.190       50,468       2.12


Mutual Shares Securities Fund
December 31,
 1998                                                                      86,534       12.002    1,038,636       1.52
 1997                                                                      75,999       12.082      918,245       1.55
 19964                                                                      8,280       10.339       85,606       1.75


Natural Resources Securities Fund
December 31,
 1998                                                                      13,373        9.353      125,063       1.39
 1997                                                                       8,354       12.629      105,493       1.44
 1996                                                                       8,152       15.704      128,017       1.40
 1995                                                                      10,831       15.214      164,784       1.41
 1994                                                                      13,441       14.977      201,295       1.43
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


5. UNIT VALUES (CONT.)
                                                                                                               Ratio of
                                                                                                             Expenses to
                                                                            Units                              Average
                                                                          Outstanding Unit Value  Net Assets  Net Assets*
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                          <C>         <C>         <C>          <C>
Real Estate Securities Fund
December 31,
 1998                                                                      22,103      $27.267     $602,683       1.29%
 1997                                                                      19,569       33.025      646,288       1.29
 1996                                                                      12,678       27.568      349,516       1.32
 1995                                                                       7,628       20.913      159,525       1.34
 1994                                                                       4,368       17.928       78,309       1.37


Rising Dividends Fund
December 31,
 1998                                                                      45,571       22.132    1,008,603       1.47
 1997                                                                      31,403       20.855      654,915       1.49
 1996                                                                      19,304       15.795      304,911       1.51
 1995                                                                      10,700       12.816      137,129       1.53
 1994                                                                       4,474        9.952       44,527       1.55


Small Cap Fund
December 31,
 1998                                                                      54,335       14.903      809,760       1.52
 1997                                                                      23,599       15.164      357,841       1.52
 1996                                                                       4,338       13.011       56,436       1.52
 19955                                                                          -       10.157            -       1.65

Templeton Developing Markets Equity Fund
December 31,
 1998                                                                      70,793        7.959      563,460       2.16
 1997                                                                      62,109       10.230      635,389       2.17
 1996                                                                      59,260       11.292      669,146       2.24
 1995                                                                      22,210        9.357      207,819       2.16
 19946                                                                      6,099        9.173       55,951       2.28


Templeton Global Asset Allocation Fund
December 31,
 1998                                                                      17,144       13.917      238,598       1.59
 1997                                                                      22,230       14.027      311,809       1.69
 1996                                                                      30,332       12.651      383,721       1.61
 19957                                                                         21       10.637          220       1.65


Templeton Global Growth Fund
December 31,
 1998                                                                     109,847       16.235    1,783,371       1.63
 1997                                                                      85,767       15.010    1,287,362       1.63
 1996                                                                      58,157       13.324      774,892       1.68
 1995                                                                      31,471       11.069      348,359       1.72
 19946                                                                      6,748        9.894       66,760       1.89
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

5. UNIT VALUES (CONT.)

                                                                                                               Ratio of
                                                                                                             Expenses to
                                                                             Units                             Average
                                                                          Outstanding Unit Value  Net Assets  Net Assets*
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                          <C>         <C>         <C>          <C>
Templeton Global Income Securities Fund
December 31,
 1998                                                                      10,487      $18.052     $189,335       1.38%
 1997                                                                       8,916       16.985      151,430       1.37
 1996                                                                       7,756       16.700      129,516       1.36
 1995                                                                       5,801       15.347       89,028       1.39
 1994                                                                       3,175       13.483       42,818       1.46


Templeton International Equity Fund
December 31,
 1998                                                                      94,761       19.278    1,826,865       1.63
 1997                                                                      78,634       18.400    1,446,893       1.64
 1996                                                                      60,849       16.598    1,010,009       1.64
 1995                                                                      40,830       13.600      555,276       1.67
 1994                                                                      11,403       12.390      141,293       1.74


Templeton International Smaller Companies Fund
December 31,
 1998                                                                       1,899        9.528       18,103       1.85
 1997                                                                       1,139       10.943       12,470       1.81
 19962                                                                          -       11.194            -       1.53


Templeton Pacific Growth Fund
December 31,
 1998                                                                      32,474        8.447      274,322       1.85
 1997                                                                      29,580        9.798      289,825       1.78
 1996                                                                      27,810       15.412      428,593       1.74
 1995                                                                      21,322       13.977      298,014       1.76
 1994                                                                      12,635       13.042      164,784       1.82


U.S. Government Securities Fund
December 31,
 1998                                                                      38,233       23.755      908,236       1.25
 1997                                                                      39,400       22.276      877,698       1.25
 1996                                                                      45,204       20.532      928,142       1.26
 1995                                                                      32,402       19.966      646,949       1.27
 1994                                                                      31,714       16.840      534,051       1.28


Value Securities Fund
December 31,
 19983                                                                        399        7.751        3,098       1.87
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


5. UNIT VALUES (CONT.)
                                                                                                               Ratio of
                                                                                                             Expenses to
                                                                            Units                              Average
                                                                          Outstanding Unit Value  Net Assets  Net Assets*
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                         <C>          <C>         <C>          <C>
Zero Coupon Fund - 2000
December 31,
 1998                                                                      13,016      $27.086     $352,556       1.15%
 1997                                                                      13,796       25.386      350,230       1.15
 1996                                                                      14,687       23.880      350,723       1.15
 1995                                                                      14,874       23.491      349,422       1.15
 1994                                                                      14,594       19.614      286,240       1.15


Zero Coupon Fund - 2005
December 31,
 1998                                                                      11,778       33.196      390,968       1.15
 1997                                                                      11,932       29.722      354,637       1.15
 1996                                                                      14,331       26.888      385,323       1.15
 1995                                                                      12,382       27.229      337,160       1.15
 1994                                                                      12,559       20.821      261,513       1.15


Zero Coupon Fund - 2010
December 31,
 1998                                                                      11,597       39.336      456,187       1.15
 1997                                                                      11,826       34.629      409,523       1.15
 1996                                                                      11,896       29.931      356,054       1.15
 1995                                                                       3,735       30.991      115,736       1.15
 1994                                                                       3,804       21.866       83,178       1.15
<FN>

*For the year ended December 31, including the effect of the expenses of the underlying funds.
 Annualized.
1Period  from January 1, 1996 to October 25, 1996 (fund  closure).  2Period from
May 1, 1996 (fund  commencement) to December 31, 1996.  3Period from May 1, 1998
(fund  commencement)  to December 31, 1998.  4Period from November 8, 1996 (fund
commencement)  to  December  31,  1996.  5Period  from  November  1, 1995  (fund
commencement)   to  December  31,   1995.   6Period  from  July  1,  1994  (fund
commencement) to December 31, 1994. 7Period from May 1, 1995 (fund commencement)
to December 31, 1995.
</FN>

</TABLE>




                             ALLIANZ LIFE INSURANCE
                            COMPANY OF NORTH AMERICA
                                AND SUBSIDIARIES

                        Consolidated Financial Statements

                          December 31, 1998 and 1997 

<PAGE>
 
ALLIANZ LIFE INSURANCE COMPANY
OF NORTH AMERICA AND SUBSIDIARIES
Independent Auditors' Report
 
 
The Board of Directors
Allianz Life Insurance Company of North America:

We have audited the  accompanying  consolidated  balance  sheets of Allianz Life
Insurance  Company of North America and subsidiaries as of December 31, 1998 and
1997, and the related  consolidated  statements of income,  stockholder's equity
and cash flows for each of the years in the three-year period ended December 31,
1998. These  consolidated  financial  statements are the  responsibility  of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
consolidated financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Allianz
Life Insurance Company of North America and subsidiaries as of December 31, 1998
and 1997, and the results of their operations,  changes in stockholder's  equity
and cash flows for each of the years in the three-year period ended December 31,
1998, in conformity with generally accepted accounting principles.


                                            KPMG Peat Marwick LLP



Minneapolis, Minnesota
February 5, 1999


<PAGE>
<TABLE>
<CAPTION>

ALLIANZ LIFE INSURANCE COMPANY
OF NORTH AMERICA AND SUBSIDIARIES
Financial Statements 
 
Consolidated Balance Sheets
December 31, 1998 and 1997
(in thousands) 
 
                                                                                                    1998        1997
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                <C>          <C>    
Assets
Investments:
 Fixed maturities, at fair value                                                                $ 2,538,291   2,705,210
 Equity securities, at fair value                                                                   512,404     442,607
 Mortgage loans on real estate                                                                      457,128     318,683
 Certificates of deposit and short-term securities                                                  166,366     117,124
 Policy loans                                                                                         7,118       5,695
 Other invested assets                                                                               95,746      51,863
 Investment in LifeUSA Holdings Inc.                                                                 80,928           0
- ---------------------------------------------------------------------------------------------------------------------------
Total investments                                                                                 3,857,981   3,641,182
Cash                                                                                                 67,195      26,871
Accrued investment income                                                                            36,649      38,345
Receivables (net of allowance for uncollectible accounts of $3,254 in 1998 and $3,122 in 1997)      323,971     262,676
Reinsurance receivable:
 Funds held on deposit                                                                            1,170,170   1,145,210
 Recoverable on future policy benefit reserves                                                    1,191,098   1,120,663
 Recoverable on unpaid claims                                                                       293,179     219,443
 Receivable on paid claims                                                                           24,986      31,158
Deferred acquisition costs                                                                          930,059     927,080
Other assets                                                                                         35,755      34,475
Federal income tax recoverable                                                                        4,060      20,761
- ---------------------------------------------------------------------------------------------------------------------------
Assets, exclusive of separate account assets                                                      7,935,103   7,467,864
Separate account assets                                                                           9,915,150  10,756,929
- ---------------------------------------------------------------------------------------------------------------------------
Total assets                                                                                    $17,850,253  18,224,793
<FN>
 
See accompanying notes to consolidated financial statements. 
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                             
ALLIANZ LIFE INSURANCE COMPANY
OF NORTH AMERICA AND SUBSIDIARIES
Financial Statements (continued) 
 
Consolidated Balance Sheets (cont.)
December 31, 1998 and 1997
(in thousands) 
 
                                                                                                    1998        1997
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                               <C>          <C>
Liabilities:
 Future benefit reserves:
Life                                                                                            $ 1,445,844   1,297,269
Annuity                                                                                           3,588,491   3,251,829
 Policy and contract claims                                                                         770,846     607,011
 Unearned premiums                                                                                   53,778      50,168
 Reinsurance payable                                                                                129,397     111,684
 Deferred income on reinsurance                                                                     106,065     115,688
 Deferred income taxes                                                                              257,903     228,861
 Accrued expenses                                                                                    91,631      93,341
 Commissions due and accrued                                                                         41,000      39,517
 Other policyholder funds                                                                            20,586      30,208
 Other liabilities                                                                                   89,038     424,696
- ---------------------------------------------------------------------------------------------------------------------------
Liabilities, exclusive of separate account liabilities                                            6,594,579   6,250,272
 Separate account liabilities                                                                     9,915,150  10,756,929
- ---------------------------------------------------------------------------------------------------------------------------
Total liabilities                                                                                16,509,729  17,007,201
Stockholder's equity:
 Common stock, $1 par value, 20 million shares authorized, issued and outstanding                    20,000      20,000
 Preferred stock, $1 par value, cumulative, 200 million shares authorized,
 No shares outstanding in 1998, 25 million shares outstanding in 1997                                     0      25,000
 Additional paid-in capital                                                                         407,088     407,088
 Retained earnings                                                                                  673,857     574,447
 Accumulated other comprehensive income                                                             239,579     191,057
- ---------------------------------------------------------------------------------------------------------------------------
Total stockholder's equity                                                                        1,340,524   1,217,592
Commitments and contingencies (notes 6, 12 and 13)
- ---------------------------------------------------------------------------------------------------------------------------
Total liabilities and stockholder's equity                                                      $17,850,253  18,224,793
- ---------------------------------------------------------------------------------------------------------------------------
 
<FN>
                                                                                                                          
See accompanying notes to consolidated financial statements. 
</FN>
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                                                             
ALLIANZ LIFE INSURANCE COMPANY
OF NORTH AMERICA AND SUBSIDIARIES
Financial Statements (continued) 
 
Consolidated  Statements of Income 
Years ended December 31, 1998,  1997 and 1996
(in thousands)   
                                                                                        1998        1997        1996
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                   <C>           <C>         <C>
Revenue:
 Life insurance premiums                                                             $ 416,199      339,841    284,084
 Other life policy considerations                                                       52,668       83,816     85,747
 Annuity considerations                                                                222,632      219,262    170,656
 Accident and health premiums                                                          773,570      747,718    603,230
- ---------------------------------------------------------------------------------------------------------------------------
Total premiums and considerations                                                    1,465,069    1,390,637  1,143,717
 Premiums and annuity considerations ceded                                             411,316      438,018    277,163
- ---------------------------------------------------------------------------------------------------------------------------
Net premiums and considerations                                                      1,053,753      952,619    866,554
 Investment income, net                                                                217,066      162,350    222,622
 Realized investment gains                                                              89,226       61,488     28,561
 Equity in earnings of LifeUSA Holdings Inc.                                             2,207            0          0
 Other                                                                                  75,967       53,760      6,193
- ---------------------------------------------------------------------------------------------------------------------------
Total revenue                                                                        1,438,219    1,230,217  1,123,930
Benefits and expenses:
 Life insurance benefits                                                               461,891      336,090    281,441
 Annuity benefits                                                                      251,463      206,189    153,238
 Accident and health insurance benefits                                                623,640      566,746    434,793
- ---------------------------------------------------------------------------------------------------------------------------
Total benefits                                                                       1,336,994    1,109,025    869,472
 Benefit recoveries                                                                    501,719      426,607    249,552
- ---------------------------------------------------------------------------------------------------------------------------
Net benefits                                                                           835,275      682,418    619,920
 Commissions and other agent compensation                                              322,697      310,665    267,714
 General and administrative expenses                                                   116,007      106,744     99,018
 Taxes, licenses and fees                                                               15,848       20,605     19,959
 Increase in deferred acquisition costs, net                                            (2,979)     (63,742)   (36,344)
- ---------------------------------------------------------------------------------------------------------------------------
Total benefits and expenses                                                          1,286,848    1,056,690    970,267
Income from operations before income taxes                                             151,371      173,527    153,663
Income tax expense:
 Current                                                                                48,410       31,571     21,936
 Deferred                                                                                2,822       28,283     30,559
- ---------------------------------------------------------------------------------------------------------------------------
Total income tax expense                                                                51,232       59,854     52,495
Net income                                                                           $ 100,139      113,673    101,168 
- ---------------------------------------------------------------------------------------------------------------------------
<FN>
 
See accompanying notes to consolidated financial statements. 
</FN>
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                                                             
ALLIANZ LIFE INSURANCE COMPANY
OF NORTH AMERICA AND SUBSIDIARIES
Financial Statements (continued) 
 
Consolidated  Statements of Comprehensive  Income 
Years ended December 31, 1998, 1997 and 1996 
(in thousands)   
                                                                                        1998          1997       1996
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                   <C>           <C>        <C>    
Net income                                                                            $100,139      113,673    101,168
Other comprehensive income (loss):
 Foreign currency translation adjustments, net of tax benefit of $949, $525, and $10 in
  1998, 1997, and 1996 respectively                                                     (1,761)        (975)       (18)
- ---------------------------------------------------------------------------------------------------------------------------
 Unrealized gains (losses) on fixed maturities and equity securities:
Unrealized holding gains (losses) arising during the period net of tax expense (benefit)
 of $57,703, $71,594 and $(10,289) in 1998, 1997, and 1996 respectively                107,162      132,961    (19,107)
Reclassification adjustment for gains included in net income, net of tax expense of
 $30,627, $21,588, and $9,401 in 1998, 1997, and 1996 respectively                     (56,879)     (40,093)   (17,460)
- ---------------------------------------------------------------------------------------------------------------------------
Total unrealized holding gains (losses)                                                 50,283       92,868    (36,567)
Total other comprehensive income (loss)                                                 48,522       91,893    (36,585)
Total comprehensive income                                                            $148,661      205,566     64,583 
<FN>
                                                                                                                          
See accompanying notes to consolidated financial statements. 
</FN>
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                                                             
ALLIANZ LIFE INSURANCE COMPANY
OF NORTH AMERICA AND SUBSIDIARIES
Financial Statements (continued) 
 
Consolidated  Statements of Stockholder's  Equity 
Years ended December 31, 1998,
1997 and 1996 
(in thousands)   
                                                                                        1998        1997        1996
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                    <C>         <C>         <C>
Common stock:
 Balance at beginning and end of year                                                 $ 20,000       20,000     20,000
- ---------------------------------------------------------------------------------------------------------------------------
Preferred stock:
 Balance at beginning of year                                                           25,000       25,000     25,000
 Redemption of stock during the year                                                   (25,000)           0          0
- ---------------------------------------------------------------------------------------------------------------------------
 Balance at end of year                                                                      0       25,000     25,000
Additional paid-in capital:
 Balance at beginning and end of year                                                  407,088      407,088    407,088
- ---------------------------------------------------------------------------------------------------------------------------
Retained earnings:
 Balance at beginning of year                                                          574,447      462,925    363,357
 Net income                                                                            100,139      113,673    101,168
 Cash dividend to stockholder                                                             (729)      (2,151)    (1,600)
- ---------------------------------------------------------------------------------------------------------------------------
 Balance at end of year                                                                673,857      574,447    462,925
Accumulated other comprehensive income:
 Accumulated unrealized holding gain:
Balance at beginning of year                                                           195,505      102,637    139,204
Net unrealized gain (loss) on investments during the year, net of deferred federal income taxes                 50,283
92,868                                                                   (36,567)
- ---------------------------------------------------------------------------------------------------------------------------
  Balance at end of year                                                               245,788      195,505    102,637
 Accumulated unrealized foreign currency (loss):
Balance at beginning of year                                                            (4,448)      (3,473)    (3,455)
Net unrealized (loss) on foreign currency translation during the year,
 net of deferred federal income taxes                                                   (1,761)        (975)       (18)
- ---------------------------------------------------------------------------------------------------------------------------
Balance at end of year                                                                  (6,209)      (4,448)    (3,473)
Total accumulated comprehensive income                                                 239,579      191,057     99,164
- ---------------------------------------------------------------------------------------------------------------------------
Total stockholder's equity                                                          $1,340,524    1,217,592  1,014,177 
- ---------------------------------------------------------------------------------------------------------------------------
<FN>
 
See accompanying notes to consolidated financial statements. 
</FN>
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                                                             
ALLIANZ LIFE INSURANCE COMPANY
OF NORTH AMERICA AND SUBSIDIARIES
Financial Statements (continued) 
 
Consolidated Statements of Cash Flows
December 31, 1998, 1997 and 1996
(in thousands) 
 
                                                                                        1998        1997         1996
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                    <C>         <C>         <C>
Cash flows provided by (used in) operating activities:
 Net income                                                                           $100,139      113,673    101,168
- ---------------------------------------------------------------------------------------------------------------------------
 Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Realized investment gains                                                              (89,226)     (61,488)   (28,561)
Deferred federal income tax expense                                                      2,822       28,283     30,559
Charges to policy account balances                                                    (104,681)    (148,159)   (87,865)
Interest credited to policy account balances                                           262,956      251,182    202,243
Change in:
 Accrued investment income                                                               1,696       (2,215)       728
 Receivables                                                                           (61,295)    (107,398)   (30,578)
 Reinsurance receivables                                                              (162,959)  (1,205,410)   (76,003)
 Deferred acquisition costs                                                             (2,979)     (63,742)   (36,344)
 Future benefit reserves                                                                25,183      138,370     71,193
 Policy and contract claims and other policyholder funds                               154,213       92,230     37,055
 Unearned premiums                                                                       3,610       17,992     (2,005)
 Reinsurance payable                                                                    17,713       68,725     24,019
 Current tax recoverable                                                                16,701       (8,306)    (8,508)
 Accrued expenses and other liabilities                                                 14,797       12,113     15,506
 Commissions due and accrued                                                             1,483        2,414     14,124
Depreciation and amortization                                                          (12,711)     (13,312)   (25,874)
Equity in earnings of LifeUSA Holdings Inc.                                             (2,207)           0          0
Other, net                                                                                  94           18     (1,568)
- ---------------------------------------------------------------------------------------------------------------------------
Total adjustments                                                                       65,210     (998,703)    98,121
Net cash provided by (used in) operating activities                                    165,349     (885,030)   199,289 
- ---------------------------------------------------------------------------------------------------------------------------
<FN>
                                                                                                                          
See accompanying notes to consolidated financial statements. 
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                             
ALLIANZ LIFE INSURANCE COMPANY
OF NORTH AMERICA AND SUBSIDIARIES
Financial Statements (continued) 
 
Consolidated Statements of Cash Flows (cont.)
Years ended December 31, 1998, 1997 and 1996
(in thousands) 
 
                                                                                        1998        1997        1996
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                    <C>         <C>         <C>    
Cash flows provided by (used in) operating activities                                  165,349     (885,030)   199,289
Cash flows provided by (used in) investing activities:
 Purchase of fixed maturities                                                      $(1,256,653)  (1,748,950)(1,324,676)
 Purchase of equity securities                                                      (1,518,096)  (1,699,847)  (137,304)
 Purchase of stock in LifeUSA Holdings, Inc.                                           (79,091)           0          0
 Funding of mortgage loans                                                            (168,870)    (103,626)   (70,265)
 Sale of fixed maturities                                                            1,460,969    1,921,534  1,043,748
 Matured fixed maturities                                                               28,152        1,150      2,711
 Sale of equity securities                                                           1,560,695    1,691,789    122,788
 Repayment of mortgage loans                                                            29,105       29,520     23,317
 Net change in certificates of deposit and short-term securities                       (49,242)      87,848   (173,471)
 Other                                                                                 (46,256)      82,797    (20,566)
- ---------------------------------------------------------------------------------------------------------------------------
 Net cash (used in) provided by investing activities                                   (39,287)     262,215   (533,718)
Cash flows provided by (used in) financing activities:
 Policyholders' deposits to account balances                                         $ 864,446      748,430    591,926
 Policyholders' withdrawals from account balances                                     (562,667)    (524,579)  (384,550)
 Change in assets held under reinsurance agreements                                      7,876      150,526          0
 Funds borrowed (repaid) on dollar reverse repurchase agreements, net                 (369,664)     239,468    130,196
 Redemption of preferred stock                                                         (25,000)           0          0
 Cash dividends paid                                                                      (729)      (2,151)    (1,600)
- ---------------------------------------------------------------------------------------------------------------------------
 Net cash (used in) provided by financing activities                                   (85,738)     611,694    335,972
Net change in cash                                                                      40,324      (11,121)     1,543
Cash at beginning of year                                                               26,871       37,992     36,449
- ---------------------------------------------------------------------------------------------------------------------------
Cash at end of year                                                                   $ 67,195       26,871     37,992 
- ---------------------------------------------------------------------------------------------------------------------------
<FN>
 
See accompanying notes to consolidated financial statements. 
</FN>
</TABLE>
<PAGE>
                                                    
ALLIANZ LIFE INSURANCE COMPANY
OF NORTH AMERICA AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 1998, 1997 and 1996 
(in thousands, except share data) 
 

(1) Summary of Significant Accounting Policies

Allianz Life Insurance  Company of North America (the Company) is a wholly owned
subsidiary of Allianz of America,  Inc. (AZOA),  a majority-owned  subsidiary of
Allianz A.G. Holding, a Federal Republic of Germany company.

The  Company is a life  insurance  company  which is  licensed to sell group and
individual life,  annuity and accident and health policies in the United States,
Canada  and  several   U.S.   territories.   Based  on  1998  net  revenues  and
considerations,  36%, 16% and 48% of the Company's business is life, annuity and
accident and health,  respectively.  The Company's primary distribution channels
are through strategic  alliances with other insurance  companies and third party
marketing  organizations.  The Company has a significant  relationship  with The
Franklin  Templeton Group and its broker/dealer  network related to sales of its
variable   life  and  variable   annuity   products   and  another   significant
administration, marketing and reinsurance relationship with LifeUSA Holding Inc.
(LifeUSA),  a  publicly  traded  insurance  company  in  which  it holds a 21.4%
ownership interest at December 31, 1998.

Following is a summary of the significant  accounting  policies reflected in the
accompanying consolidated financial statements.

Basis of Presentation

The  consolidated  financial  statements  have been prepared in accordance  with
generally accepted  accounting  principles (GAAP) which vary in certain respects
from  accounting  rules  prescribed or permitted by state  insurance  regulatory
authorities.  The accounts of the Company's  major  subsidiary,  Preferred  Life
Insurance Company of New York and other less significant  subsidiaries have been
consolidated.  All significant  intercompany balances and transactions have been
eliminated in consolidation.

The  preparation  of  financial  statements  in  conformity  with GAAP  requires
management to make certain estimates and assumptions that affect reported assets
and  liabilities  including  reporting or disclosure  of  contingent  assets and
liabilities  as of the balance  sheet date and the reported  amounts of revenues
and expenses during the reporting period.
Actual results could vary significantly from management's estimates.

Traditional Life, Group Life and Group Accident and Health Insurance

Traditional life products include products with guaranteed premiums and benefits
and  consist  principally  of whole life and term  insurance  policies,  limited
payment contracts and certain annuity products with life contingencies.

Premiums on  traditional  life and group life products are  recognized as income
when due. Group  accident and health  premiums are recognized as earned on a pro
rata basis over the risk coverage periods. Benefits and expenses for traditional
and group  products  are  matched  with  earned  premiums  so that  profits  are
recognized  over the premium paying  periods of the contracts.  This matching is
accomplished  by  establishing  provisions for future policy benefits and policy
and contract  claims,  and deferring and amortizing  related policy  acquisition
costs.

Nontraditional and Variable Life and Annuity Business

Nontraditional and variable life insurance and interest sensitive contracts that
have  significant  mortality or morbidity  risk are  accounted for in accordance
with the retrospective deposit method.  Interest sensitive contracts that do not
have  significant  mortality or  morbidity  risk are  accounted  for in a manner
consistent  with  interest  bearing  financial  instruments.  For both  types of
contracts,  premium  receipts are  reported as deposits to the  contractholder's
account  while  revenues  consist of amounts  assessed  against  contractholders
including surrender charges and earned administrative service fees. Mortality or
morbidity  charges  are  also  accounted  for  as  revenue  on  those  contracts
containing mortality or morbidity risk. Benefits consist of interest credited to
contractholder's  accounts  and  claims or  benefits  incurred  in excess of the
contractholder's balance.

Deferred Acquisition Costs

Acquisition costs, consisting of commissions and other costs which vary with and
are  primarily  related  to  production  of  new  business,  are  deferred.  For
traditional  life and group life  products,  such costs are  amortized  over the
revenue-producing  period  of the  related  policies  using  the same  actuarial
assumptions used in computing future policy benefit reserves.  Acquisition costs
for accident and health insurance
<PAGE>

ALLIANZ LIFE INSURANCE COMPANY
OF NORTH AMERICA AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 1998, 1997 and 1996 
(in thousands, except share data) 

(1) Summary of Significant Accounting Policies (cont.)
Deferred Acquisition Costs (cont.)

policies are deferred and  amortized  over the lives of the policies in the same
manner as premiums are earned.  For  interest  sensitive  products,  acquisition
costs are  amortized in relation to the present  value of expected  future gross
profits from investment  margins and mortality,  morbidity and expense  charges.
Deferred  acquisition  costs amortized during 1998, 1997 and 1996 were $202,644,
$219,266, and $137,618, respectively.

Future Policy Benefit Reserves

Future policy benefit  reserves on traditional life products are computed by the
net level premium method based upon estimated future investment yield, mortality
and withdrawal assumptions, commensurate with the Company's experience, modified
as necessary  to reflect  anticipated  trends,  including  possible  unfavorable
deviations. Most life reserve interest assumptions range from 7.5% to 5.5%.

Future policy  benefit  reserves for interest  sensitive  products are generally
carried at  accumulated  contract  values.  Reserves  on some  deferred  annuity
contracts  are  computed  based  on  contractholder  cash  value  accumulations,
adjusted for mortality, withdrawal and interest margin assumptions.

Fair values of investment contracts,  which include deferred annuities and other
annuities without significant mortality risk, were determined by testing amounts
payable  on  demand   against   discounted   cash  flows  using  interest  rates
commensurate  with the risks  involved.  Fair  values  are  based on the  amount
payable on demand at December 31.

Policy and Contract Claims

Policy and contract claims  represent an estimate of claims and claim adjustment
expenses  that  have been  reported  but not yet paid and  incurred  but not yet
reported as of December 31.

Reinsurance

Insurance  liabilities are reported  before the effects of reinsurance.  Amounts
paid or deemed to have been paid for claims covered by reinsurance contracts are
recorded as reinsurance receivable.  Reinsurance receivables are recognized in a
manner  consistent  with the  liabilities  related to the  underlying  reinsured
contracts.

Investments

The Company has  classified  all of its fixed  maturity and equity  portfolio as
"available-for-sale" and, accordingly, the securities are carried at fair value.
Short-term  investments are carried at amortized cost, which approximates market
value. Policy loans are reflected at their unpaid principal  balances.  Mortgage
loans are  reflected  at unpaid  principal  balances  adjusted  for  premium and
discount amortization and an allowance for uncollectible  balances.  The Company
analyzes loan impairment at least once a year when assessing the adequacy of the
allowance for possible  credit losses.  The Company does not accrue  interest on
impaired  loans and accounts for interest  income on such loans on a cash basis.
The Company  accounts for its  investment  in LifeUSA under the equity method of
accounting  and  carries  its  investment  at cost,  adjusted  for its  share of
LifeUSA's  earnings,  amortization  of  goodwill  and  dividends  received.  The
difference between the cost of the investment and underlying equity is amortized
into net income over ten years.

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

As of December 31, 1998 and 1997,  investments with a carrying value of $116,197
and  $103,590,  respectively,  were  held  on  deposit  with  various  insurance
departments and in other trusts as required by statutory regulations.
<PAGE>

ALLIANZ LIFE INSURANCE COMPANY
OF NORTH AMERICA AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 1998, 1997 and 1996 
(in thousands, except share data) 

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

Investments (cont.)

The fair values of invested assets,  excluding  investments in real estate,  are
deemed by management to approximate  their  estimated  market  values.  The fair
value of mortgage loans has been calculated  using  discounted cash flows and is
based on pertinent  information  available to management as of year-end.  Policy
loan balances which are supported by the  underlying  cash value of the policies
approximate fair value. Changes in market conditions  subsequent to year-end may
cause estimates of fair values to differ from the amounts presented herein.

Income Taxes

Deferred  tax  assets  and   liabilities  are  recognized  for  the  future  tax
consequences   attributable  to  differences  between  the  financial  statement
carrying  amounts of existing assets and  liabilities  and their  respective tax
bases.  Deferred tax assets and liabilities are measured using enacted tax rates
expected  to apply to  taxable  income  in the  years in which  those  temporary
differences are expected to be recovered or settled.  The effect on deferred tax
assets and  liabilities  of a change in tax rates is recognized in income in the
period that includes the enactment date.

Separate Accounts

Separate  accounts  represent funds for which  investment  income and investment
gains and losses accrue directly to the policyholders and contractholders.  Each
account has specific  investment  objectives  and the assets are carried at fair
value. The assets of each account are legally  segregated and are not subject to
claims which arise out of any other business of the Company.

Fair values of separate account assets were determined using the market value of
the underlying  investments  held in segregated  fund  accounts.  Fair values of
separate account  liabilities were determined using the cash surrender values of
the policyholder's and contractholder's account.

Receivables

Receivable  balances  approximate  estimated  fair  values.  This  is  based  on
pertinent  information  available to  management  as of year-end  including  the
financial  condition  and  credit  worthiness  of  the  parties  underlying  the
receivables.  Changes in market  conditions  subsequent  to  year-end  may cause
estimates of fair values to differ from the amounts presented herein.

Accounting Changes

In 1998, the Company adopted Statement of Financial Accounting Standard (SFAS) 
No. 125, Accounting for Transfers and Servicing of Financial Assets and 
Extinguishments of Liabilities, and SFAS No. 132, Employers Disclosures about 
Pensions and Other Postretirement Benefits. No adjustments were made to the 
consolidated financial statements upon adoption of these pronouncements.

In 1998, the Company adopted SFAS No. 130, Reporting Comprehensive Income. A 
Consolidated Statement of ComprehensiveIncome is now included in these 
financial statements.

Accounting Pronouncements to be Adopted

In December 1997, the AICPA issued Statement of Position (SOP) 97-3,  Accounting
by Insurance and Other Enterprises for  Insurance-Related  Assessments.  The SOP
provides  guidance for  determining  when to recognize a liability  for guaranty
fund assessments, how to measure the liability and for determining when an asset
may be recognized  for premium tax offset  recoveries.  The SOP is effective for
years  beginning  after  December 15,  1998.  The Company will adopt SOP 97-3 on
January 1, 1999.  Adoption  of this SOP is not  expected  to have a  significant
impact on the consolidated financial statements.

In  February  1998,  the  AICPA  issued  SOP 98-1,  Accounting  for the Costs of
Computer  Software  Developed  or Obtained  for  Internal  Use. The SOP provides
guidance  for  determining  whether  computer  software is in fact  internal-use
software  and offers  guidelines  on  accounting  for the  proceeds  of computer
software  originally  developed or obtained  for  internal use and  subsequently
marketed and sold to the public. The
<PAGE>

ALLIANZ LIFE INSURANCE COMPANY
OF NORTH AMERICA AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 1998, 1997 and 1996 
(in thousands, except share data) 

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

Accounting Pronouncements to be Adopted (cont.)

SOP applies to all non-government  entities and is effective for years beginning
after  December  15,  1998.  The Company will adopt SOP 98-1 on January 1, 1999.
Adoption  of this  SOP is not  expected  to  have a  significant  impact  on the
consolidated financial statements.

In June 1998,  the  Financial  Accounting  Standards  Board issued SFAS No. 133,
Accounting  for Derivative  Instruments  and Hedging  Activities.  The statement
establishes   accounting  and  reporting  standards  for  derivative   financial
instruments and other similar financial  instruments and for hedging activities.
The statement is effective for fiscal years  beginning  after June 15, 1999. The
Company will adopt SFAS No. 133 on January 1, 2000.  Adoption of this  statement
is not  expected  to have a  significant  impact on the  consolidated  financial
statements.

Reclassifications

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

<TABLE>



(2) Investments

Investments at December 31, 1998 consist of:
                                                                                                               Amount
                                                                                                              shown on
                                                                                     Amortized   Estimated  consolidated
                                                                                       cost        fair        balance
                                                                                      or cost      value        sheet
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                    <C>        <C>          <C>  
Fixed maturities:
 U.S. government                                                                    $ 274,813      311,296     311,296
 States and political subdivisions                                                     94,640      101,121     101,121
 Foreign government                                                                    34,652       36,731      36,731
 Public utilities                                                                      66,236       71,982      71,982
 Corporate securities                                                               1,441,359    1,498,702   1,498,702
 Mortgage backed securities                                                           401,505      428,304     428,304
 Collateralized mortgage obligations                                                   80,599       90,155      90,155
- ---------------------------------------------------------------------------------------------------------------------------
Total fixed maturities                                                             $2,393,804    2,538,291   2,538,291
Equity securities:
 Common stocks:
Banks, trusts and insurance companies                                                  18,824       31,194      31,194
Industrial and miscellaneous                                                          252,122      469,566     469,566
 Nonredeemable preferred stocks                                                         7,807       11,644      11,644
- ---------------------------------------------------------------------------------------------------------------------------
Total equity securities                                                             $ 278,753      512,404     512,404
Other investments:
 Mortgage loans on real estate                                                        457,128    XXXXXXXXX     457,128
 Certificates of deposit and short-term securities                                    166,366    XXXXXXXXX     166,366
 Policy loans                                                                           7,118    XXXXXXXXX       7,118
 Other invested assets                                                                 95,746    XXXXXXXXX      95,746
 Investment in LifeUSA Holdings Inc.                                                   80,928    XXXXXXXXX      80,928
- ---------------------------------------------------------------------------------------------------------------------------
Total other investments                                                             $ 807,286    XXXXXXXXX     807,286
Total investments                                                                  $3,479,843    XXXXXXXXX   3,857,981
</TABLE>

<PAGE>
<TABLE>

ALLIANZ LIFE INSURANCE COMPANY
OF NORTH AMERICA AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 1998, 1997 and 1996 
(in thousands, except share data) 

(2) Investments (cont.)
At December 31, 1998 and 1997, the amortized cost, gross unrealized gains, gross
unrealized losses and estimated fair values of securities are as follows:
                                                                         Amortized     Gross       Gross      Estimated
                                                                           cost     unrealized  unrealized      fair
                                                                          or cost      gains      losses        value
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                      <C>         <C>         <C>          <C>    

1998:
 U.S. government                                                        $ 274,813      36,717          234     311,296
 States and political subdivisions                                         94,640       6,481            0     101,121
 Foreign government                                                        34,652       2,079            0      36,731
 Public utilities                                                          66,236       5,948          202      71,982
 Corporate securities                                                   1,441,359      67,234        9,891   1,498,702
 Mortgage backed securities                                               401,505      26,799            0     428,304
 Collateralized mortgage obligations                                       80,599      10,141          585      90,155
- ---------------------------------------------------------------------------------------------------------------------------
Total fixed maturities                                                  2,393,804     155,399       10,912   2,538,291
 Equity securities                                                        278,753     245,913       12,262     512,404
- ---------------------------------------------------------------------------------------------------------------------------
Total                                                                  $2,672,557     401,312       23,174   3,050,695
1997:
 U.S. government                                                          499,652      29,191          186     528,657
 States and political subdivisions                                         82,287       3,561           19      85,829
 Foreign government                                                        35,858       1,876            0      37,734
 Public utilities                                                          44,151       4,086            0      48,237
 Corporate securities                                                   1,206,392      60,016       15,876   1,250,532
 Mortgage backed securities                                               628,307      35,584            0     663,891
 Collateralized mortgage obligations                                       86,246       4,086            2      90,330
- ---------------------------------------------------------------------------------------------------------------------------
Total fixed maturities                                                  2,582,893     138,400       16,083   2,705,210
 Equity securities                                                        264,144     205,632       27,169     442,607
- ---------------------------------------------------------------------------------------------------------------------------
Total                                                                  $2,847,037     344,032       43,252   3,147,817
- ---------------------------------------------------------------------------------------------------------------------------


The changes in  unrealized  gains on fixed  maturity  securities  were  $22,170,
$58,422,  and $(97,973) in each of the years ended  December 31, 1998,  1997 and
1996, respectively.

The changes in unrealized  gains in equity  investments,  which  include  common
stocks and nonredeemable preferred stocks were $55,188, $84,718, and $40,895 for
the years ended December 31, 1998, 1997 and 1996, respectively.

The amortized cost and estimated fair value of fixed  maturities at December 31,
1998, by contractual maturity,  are shown below. Expected maturities will differ
from  contractual  maturities  because  borrowers  may have the right to call or
prepay obligations with or without call or prepayment penalties.
</TABLE>

<TABLE>



                                                                                                 Amortized    Estimated
                                                                                                   cost      fair value
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                               <C>           <C>   
Due in one year or less                                                                           $ 19,578      19,831
Due after one year through five years                                                              542,463     558,635
Due after five years through ten years                                                             700,012     741,834
Due after ten years                                                                                649,647     699,532
Mortgage backed securities and collateralized mortgage obligations                                 482,104     518,459
- ---------------------------------------------------------------------------------------------------------------------------
Totals                                                                                          $2,393,804   2,538,291
</TABLE>
<PAGE>
<TABLE>

ALLIANZ LIFE INSURANCE COMPANY
OF NORTH AMERICA AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 1998, 1997 and 1996 
(in thousands, except share data) 

(2) Investments (cont.)

Gross gains of  $105,723,  $70,335,  and  $43,696  and gross  losses of $18,217,
$8,654, and $16,834 were realized on sales of securities in 1998, 1997 and 1996,
respectively.

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

                                                                                       1998        1997         1996
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                   <C>           <C>          <C>  
Fixed maturities, at market                                                           $30,299       40,268       8,897
Equity securities                                                                      57,207       21,413      17,964
Mortgage loans                                                                         (1,320)        (982)     (1,129)
Real estate                                                                             3,133          635       3,104
Other                                                                                     (93)         154        (275)
- ---------------------------------------------------------------------------------------------------------------------------
Net gains before taxes                                                                 89,226       61,488      28,561
Tax expense on net realized gains                                                      31,229       21,521       9,996
- ---------------------------------------------------------------------------------------------------------------------------
Net gains after taxes                                                                 $57,997       39,967      18,565
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

During the first two months of 1998 and all of 1997,  the Company  entered  into
mortgage backed security reverse repurchase  transactions  ("dollar rolls") with
certain  securities  dealers.  Under this  program,  the  Company  sold  certain
securities for delivery in the current month and simultaneously  contracted with
the same  dealer to  repurchase  similar,  but not  identical,  securities  on a
specified  future date.  The Company gave up the right to receive  principal and
interest  on the  securities  sold.  As of  December  31,  1998  there  were  no
outstanding  amounts under the Company's dollar roll program. As of December 31,
1997,  mortgage backed  securities  underlying such agreements were carried at a
market value of $350,985 and other  liabilities were $369,664 for funds received
under these agreements. Average balances outstanding for the first two months of
1998 and all of 1997,  respectively  were  $120,525  and  $183,530  and weighted
average  interest  rates were 6.5% and 7.2%.  The  maximum  balance  outstanding
during 1998 and 1997 was $120,525 and $369,664, respectively.

The valuation  allowances on mortgage loans at December 31, 1998,  1997 and 1996
and the  changes in the  allowance  for the years then ended are  summarized  as
follows:
<TABLE>
<S>                                                                                   <C>         <C>          <C> 
                                                                                      1998        1997         1996
- ---------------------------------------------------------------------------------------------------------------------------
Beginning of Year                                                                      $8,279        7,279      10,487
 Charged to operations                                                                  1,320        1,000           0
 Recoveries                                                                                 0            0      (3,208)
- ---------------------------------------------------------------------------------------------------------------------------
End of Year                                                                            $9,599        8,279       7,279
- ---------------------------------------------------------------------------------------------------------------------------

Major  categories  of net  investment  income  for the  respective  years  ended
December 31 are:
                                                                                       1998        1997         1996
- ---------------------------------------------------------------------------------------------------------------------------
Interest:
 Fixed maturities                                                                    $155,397      211,335     178,664
 Mortgage loans                                                                        34,449       25,232      19,267
 Policy loans                                                                             497        6,526       7,013
 Short-term investments                                                                15,022       12,804      10,688
Dividends:
 Preferred stock                                                                          668          748         818
 Common stock                                                                           5,190        4,603       4,527
Interest on assets held by reinsurers                                                   8,272        8,858       9,709
Other invested assets                                                                   8,637        9,438       5,344
- ---------------------------------------------------------------------------------------------------------------------------
Total investment income                                                               228,132      279,544     236,030
Investment expenses related to coinsurance agreement (note 6)                           2,689       98,417           0
Investment expenses                                                                     8,377       18,777      13,408
- ---------------------------------------------------------------------------------------------------------------------------
Net investment income                                                                $217,066      162,350     222,622
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>



ALLIANZ LIFE INSURANCE COMPANY
OF NORTH AMERICA AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 1998, 1997 and 1996 
(in thousands, except share data) 

(3) Summary Table of Fair Value Disclosures

                                                                                1998                         1997
- ---------------------------------------------------------------------------------------------------------------------------
                                                                         Carrying     Fair           Carrying    Fair
                                                                          Amount      Value           Amount     Value
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                      <C>         <C>            <C>         <C>   
Financial assets Fixed maturities, at market:
  U.S. Government                                                       $ 311,296    311,296         528,657   528,657
  States and political subdivisions                                       101,121    101,121          85,829    85,829
  Foreign governments                                                      36,731     36,731          37,734    37,734
  Public utilities                                                         71,982     71,982          48,237    48,237
  Corporate securities                                                  1,546,342  1,546,342       1,250,532 1,250,532
  Mortgage backed securities                                              380,664    380,664         663,891   663,891
  Collateralized mortgage obligations                                      90,155     90,155          90,330    90,330
 Equity securities                                                        512,404    512,404         442,607   442,607
 Mortgage loans                                                           457,128    495,202         318,683   333,540
 Short term investments                                                   166,366    166,366         117,124   117,124
 Policy loans                                                               7,118      7,118           5,695     5,695
 Other long term investments                                               95,746     95,746          51,863    51,863
 Investment in LifeUSA Holdings Inc.                                       80,928     68,290               0         0
 Receivables                                                              323,971    323,971         262,676   262,676
 Separate accounts assets                                               9,915,150  9,915,150      10,756,92910,756,929
Financial liabilities
 Investment contracts                                                   3,645,657  3,035,787       3,536,690 2,945,366
 Separate account liabilities                                           9,915,150  9,765,791      10,756,92910,565,205
 Dollar reverse repurchase agreements                                           0          0         369,664   369,664

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


(4) Receivables

Receivables at December 31 consist of the following:
                                                                                                   1998         1997
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                               <C>          <C>    
Premiums due                                                                                      $270,657     207,293
Agents balances                                                                                     10,088       3,186
Related party receivables                                                                            3,852       1,445
Reinsurance commission receivable                                                                    8,022      23,921
Scholarship enrollment fees                                                                         12,010       8,401
Due from administrators                                                                             13,271      13,630
Other                                                                                                6,071       4,800
- ---------------------------------------------------------------------------------------------------------------------------
Total receivables                                                                                 $323,971     262,676

</TABLE>

<PAGE>
ALLIANZ LIFE INSURANCE COMPANY
OF NORTH AMERICA AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 1998, 1997 and 1996 
(in thousands, except share data) 




(5) Accident and Health Claims Reserves

Accident and health claims  reserves are based on estimates which are subject to
uncertainty.  Uncertainty  regarding  reserves  of  a  given  accident  year  is
gradually  reduced as new  information  emerges each  succeeding  year,  thereby
allowing  more  reliable  re-evaluations  of  such  reserves.  While  management
believes that reserves as of December 31, 1998 are  adequate,  uncertainties  in
the  reserving  process  could  cause  such  reserves  to develop  favorably  or
unfavorably  in the near  term as new or  additional  information  emerges.  Any
adjustments to reserves are reflected in the operating results of the periods in
which they are made.  Movements  in  reserves  which are small  relative  to the
amount of such reserves could  significantly  impact future reported earnings of
the Company.

Activity in the  accident  and health  claims  reserves,  exclusive of long term
care,  hospital indemnity and AIDS reserves of $9,918,  $12,479,  and $14,348 in
1998, 1997 and 1996, respectively, is summarized as follows:
<TABLE>

                                                                                       1998        1997         1996
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                   <C>         <C>          <C>      
Balance at January 1, net of reinsurance recoverables of $141,033, 
   $124,320, and $99,292                                                             $312,886      273,813     240,602
Incurred related to:
 Current year                                                                         417,042      346,901     279,717
 Prior years                                                                          (12,217)     (12,087)    (11,642)
- ---------------------------------------------------------------------------------------------------------------------------
Total incurred                                                                        404,825      334,814     268,075
Paid related to:
 Current year                                                                         204,100      150,942     107,842
 Prior years                                                                          147,186      144,798     127,022
- ---------------------------------------------------------------------------------------------------------------------------
Total paid                                                                            351,286      295,740     234,864
Balance at December 31, net of reinsurance recoverables of $128,764,
  $141,033, and $124,320                                                             $366,425      312,887     273,813
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

Due to lower than  anticipated  losses related to prior years, the provision for
claims and claim adjustment expenses decreased.


(6) Reinsurance

In the normal  course of  business,  the Company  seeks to limit its exposure to
loss on any single  insured and to recover a portion of benefits  paid by ceding
risks under excess  coverage and  coinsurance  contracts.  The Company retains a
maximum of $1 million coverage per individual life. Reinsurance contracts do not
relieve the Company from its obligations to policyholders. Failure of reinsurers
to honor their  obligations  could result in losses to the Company.  The Company
evaluates the financial condition of its reinsurers and monitors  concentrations
of credit risk to minimize its  exposure to  significant  losses from  reinsurer
insolvencies.



<PAGE>
ALLIANZ LIFE INSURANCE COMPANY
OF NORTH AMERICA AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 1998, 1997 and 1996 
(in thousands, except share data) 

(6) Reinsurance (cont.)
<TABLE>

Life  insurance,  annuities  and accident and health  business  assumed from and
ceded to other companies is as follows:

                                                                                                             Percentage
                                                                          Assumed      Ceded                  of amount
                                                            Direct      from other   to other       Net        assumed
 Year ended                                                 amount       companies   companies    amount       to net
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                       <C>           <C>         <C>           <C>          <C>
December 31, 1998:
Life insurance in force                                  $34,118,554   98,832,792  19,483,581  113,467,765          87.1%
- ---------------------------------------------------------------------------------------------------------------------------
Premiums:
 Life                                                        244,416      224,451      93,812      375,055          59.8%
 Annuities                                                   220,812        1,820      50,385      172,247           1.1%
 Accident and health                                         479,237      294,333     267,119      506,451          58.1%
- ---------------------------------------------------------------------------------------------------------------------------
Total premiums                                               944,465      520,604     411,316    1,053,753          49.4%
December 31, 1997:
Life insurance in force                                  $32,234,241   72,682,842  19,873,094   85,043,989          85.5%
- ---------------------------------------------------------------------------------------------------------------------------
Premiums:
 Life                                                        252,859      170,798     110,579      313,078          54.6%
 Annuities                                                   217,353        1,910      30,789      188,474           1.0%
 Accident and health                                         436,105      311,612     296,650      451,067          69.1%
- ---------------------------------------------------------------------------------------------------------------------------
Total premiums                                               906,317      484,320     438,018      952,619          50.8%
December 31, 1996:
Life insurance in force                                  $37,527,994   44,073,247   6,126,541   75,474,700          58.4%
- ---------------------------------------------------------------------------------------------------------------------------
Premiums:
 Life                                                        235,837      133,994      37,986      331,845          40.4%
 Annuities                                                   169,503        1,153      12,769      157,887           0.7%
 Accident and health                                         396,051      207,179     226,408      376,822          55.0%
- ---------------------------------------------------------------------------------------------------------------------------
Total premiums                                               801,391      342,326     277,163      866,554          39.5%
- ---------------------------------------------------------------------------------------------------------------------------

Included  in  reinsurance  receivables  at  December  31,  1998 are  $1,170,697,
$863,477 and $307,228  recoverable  from three  insurers who, as of December 31,
1998, were rated A+, A- and A+, respectively,  by A.M. Best's Insurance Reports.
A contingent  liability  exists to the extent that the Company's  reinsurers are
unable to meet their contractual obligations.  Management is of the opinion that
no liability will accrue to the Company with respect to this contingency.

Effective January 1, 1997, the Company entered into a 100% coinsurance agreement
with an unrelated  insurance  company to coinsure a block of business  with life
insurance  inforce of  $13,200,000  and 1997 premium of $90,000.  The  coinsured
block included certain  universal life and traditional  life insurance  policies
and annuity contracts. In connection with this agreement, the Company recognized
a  recoverable  on future  benefit  reserves  of  $1,102,000,  received a ceding
commission  of $138,500 and  transferred  assets of $881,000  which  support the
business.  The unearned ceding commission represents deferred revenue which will
be  amortized  over  the  revenue-producing  period  of  the  related  reinsured
policies.  The servicing of the  coinsured  business was also  transferred  to a
third party insurer who is also the  retrocessionaire  of the block. During 1998
and 1997, $15,965 and $22,647, respectively, was amortized and included in other
revenue in the consolidated statements of income. Effective January 1, 1998, the
coinsurance  agreement  was amended to include  another  block of business  with
future benefit reserves of $66,000,  capitalized  deferred  acquisition costs of
$1,935 and deferred income of $750.
</TABLE>

<PAGE>
ALLIANZ LIFE INSURANCE COMPANY
OF NORTH AMERICA AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 1998, 1997 and 1996 
(in thousands, except share data) 

(6) Reinsurance (cont.)

Of the amounts  ceded to others,  the Company  ceded life  insurance  inforce of
$2,067,664,  $1,163,533, and $381,381 in 1998, 1997 and 1996, respectively,  and
life insurance  premiums earned of $4,165,  $2,538, and $1,293 in 1998, 1997 and
1996,  respectively,  to its  ultimate  parent  Allianz  Aktiengesellshaft.  The
Company   also   ceded   accident   and  health   premiums   earned  to  Allianz
Aktiengesellshaft of $2,817, $2,467, and $1,922 in 1998, 1997 and 1996.

<TABLE>

(7) Income Taxes

Income Tax Expense

Total  income tax  expense  (benefit)  for the years  ended  December  31 are as
follows:

                                                                                       1998        1997         1996
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                  <C>           <C>          <C>
Income tax expense attributable to operations:
 Current tax expenses                                                                 $48,410       31,571      21,936
 Deferred tax expense                                                                   2,822       28,283      30,559
- ---------------------------------------------------------------------------------------------------------------------------
Total income tax expense attributable to operations                                   $51,232       59,854      52,495
Income tax effect on equity:
 Income tax allocated to stockholder's equity:
Attributable to unrealized gains and losses for the year                               26,127       49,748     (19,967)
- ---------------------------------------------------------------------------------------------------------------------------
Total income tax effect on equity                                                     $77,359      109,602      32,528
- ---------------------------------------------------------------------------------------------------------------------------

Components of Income Tax Expense

Income tax expense computed at the statutory rate of 35% varies from tax expense
reported in the Consolidated Statements of Income for the respective years ended
December 31 as follows:
                                                                                       1998        1997         1996
- ---------------------------------------------------------------------------------------------------------------------------
Income tax expense computed at the statutory rate                                     $52,980       60,735      53,782
Dividends received deductions and tax-exempt interest                                  (3,294)      (2,792)       (650)
Foreign tax                                                                              (133)         916      (2,723)
Interest on tax deficiency                                                                900        1,100         261
Other                                                                                     779         (105)      1,824
- ---------------------------------------------------------------------------------------------------------------------------
Income tax expense as reported                                                        $51,232       59,854      52,494
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>


ALLIANZ LIFE INSURANCE COMPANY
OF NORTH AMERICA AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 1998, 1997 and 1996 
(in thousands, except share data) 
<TABLE>


(7) Income Taxes (cont.)

Components of Deferred Tax Assets and Liabilities on the Balance Sheet

Tax effects of temporary  differences giving rise to the significant  components
of the net deferred tax liability at December 31 are as follows:

                                                                                                   1998         1997
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                               <C>          <C>   
 Provision for post retirement benefits                                                            $ 2,223       2,100
 Allowance for uncollectible accounts                                                                  929         929
 Policy reserves                                                                                   173,414     177,442
- ---------------------------------------------------------------------------------------------------------------------------
Total deferred tax assets                                                                          176,566     180,471
Deferred tax liabilities:
 Deferred acquisition costs                                                                        272,815     277,627
 Net unrealized gain                                                                               128,883     102,756
 Other                                                                                              32,771      28,949
- ---------------------------------------------------------------------------------------------------------------------------
Total deferred tax liabilities                                                                     434,469     409,332
Net deferred tax liability                                                                        $257,903     228,861
- ---------------------------------------------------------------------------------------------------------------------------

Although realization is not assured, the Company believes it is not necessary to
establish a valuation  allowance for the deferred tax asset as it is more likely
than not the  deferred  tax asset will be realized  principally  through  future
reversals of existing taxable  temporary  differences and future taxable income.
The amount of the deferred tax asset considered  realizable,  however,  could be
reduced in the near term if  estimates of future  reversals of existing  taxable
temporary differences and future taxable income are reduced.

The Company files a consolidated  federal income tax return with AZOA and all of
its  wholly  owned  subsidiaries.  The  consolidated  tax  allocation  agreement
stipulates that each company  participating in the return will bear its share of
the tax liability pursuant to United States Treasury Department regulations. The
Company and each of its insurance  subsidiaries  generally  will be paid for the
tax benefit on their losses,  and any other tax  attributes,  to the extent they
could have obtained a benefit  against their  post-1990  separate return taxable
income or tax.  Income  taxes paid by the Company  were  $30,808,  $39,914,  and
$30,946 in 1998, 1997 and 1996, respectively.  At December 31, 1998 and 1997 the
Company had a tax recoverable from AZOA of $3,030 and $20,689, respectively.


(8) Related Party Transactions

The Company  reimbursed AZOA $2,495,  $2,519, and $1,743 in 1998, 1997 and 1996,
respectively,  for certain  administrative  and investment  management  services
performed.  The Company's  liability to AZOA for such services was $490 and $437
at December 31, 1998 and 1997, respectively.

The Company  shares a data center with  affiliated  insurance  companies.  Usage
charges paid to the data center by the Company were $1,019,  $2,826,  and $3,275
in 1998, 1997 and 1996,  respectively.  The Company's  liability for data center
charges was $377
and $292 at December 31, 1998 and 1997, respectively.

The Company  has 200 million  authorized  shares of  preferred  stock with a par
value of $1 per share.  This  preferred  stock is  issuable  in series  with the
number of shares, redemption rights and dividend rate designated by the Board of
Directors  for each series.  Dividends are  cumulative  at a rate  reflective of
prevailing  market  conditions  at time of issue and are  payable  semiannually.
Dividend  payments are restricted by provisions in State of Minnesota  statutes.
The Company had 25 million shares of Series A preferred stock  outstanding  held
by AZOA with a dividend rate of 6.4% and a book value of $25,000. In March 1998,
the Company  redeemed and  canceled the 25 million  shares of Series A preferred
stock issued to AZOA.
</TABLE>

<PAGE>

ALLIANZ LIFE INSURANCE COMPANY
OF NORTH AMERICA AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 1998, 1997 and 1996 
(in thousands, except share data) 

(8) Related Party Transactions (cont.)

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


(9) Investment in LifeUSA

In 1995,  in  conjunction  with an  expanded  marketing  agreement,  the Company
provided  LifeUSA  with  $30,000  in  exchange  for a fifteen  year  convertible
debenture  paying 5% interest  for the first five years with the  interest  rate
reset  annually  thereafter  based  on  LIBOR  plus  1%.  In  connection  with a
definitive agreement signed in January 1998, the Company converted its debenture
to equity,  extended the existing marketing  agreement between the two companies
to December 31, 2000, and agreed to acquire up to a 35% equity ownership in Life
USA. Two members of the Company's  management  were named to LifeUSA's  board of
directors  in January  1998.  The  Company  also  retains  additional  rights of
nomination to LifeUSA's  board of directors in the future based on the Company's
proportional ownership.

Acquisition  of the  Company's  equity  ownership  during 1998 was  accomplished
through the following:

 o Conversion of the $30,000 debenture for 2.43 million shares of common stock 
   (conversion price of $12.34 per share);

 o Exercise of the Company's preemptive right to purchase 241,846 shares of 
   common stock at $12.36 per share;

 o Purchase of 925,000 shares of common stock from certain members of LifeUSA 
   management at $16.44 per share;

 o Acquisition  of an  additional  1.3 million  shares of common  stock in open
   market purchases.

 o Acquisition  of 406,092 shares of common stock at $24.63 per share as part of
a commitment to purchase  $100,000 in newly issued common stock in increments of
$10,000 semi-annually over a five year period beginning in August 1998.

As of December 31, 1998, the company held 21.41% of the outstanding common stock
of LifeUSA with an  approximate  market value of $68,290.  The carrying value of
the LifeUSA investment at year-end 1998 is $80,928, which is $20,983 higher than
the current equity in net assets of $59,945.

In February 1999, the Company  purchased  395,062 shares of LifeUSA common stock
at $25.31 per share.  In addition,  the stock purchase  agreement was amended to
allow the Company to purchase an  additional  300,000  shares on the open market
for one year beyond the original agreement date.

Effective April 1, 1998, the Company began assuming business from LifeUSA. Under
this  arrangement,  the Company  assumes 12.5% of annuity  business and 16.7% of
universal  life business sold by LifeUSA.  As of December 31, 1998,  the Company
assumed $40,000 of life and annuity reserves from LifeUSA.

The company has also guaranteed a credit agreement  between LTC America Holding,
Inc., a LifeUSA  subsidiary,  and Norwest  Bank.  The agreement is for a $15,000
revolving  credit  line  with an  interest  rate of LIBOR  +.75% per annum and a
maturity date of December 21, 2003.


(10) Employee Benefit Plans

The  Company  participates  in the  Allianz  Primary  Retirement  Plan  (Primary
Retirement Plan), a defined  contribution plan. The Company makes  contributions
to a money  purchase  pension  plan on  behalf  of  eligible  participants.  All
employees,  excluding  agents,  are  eligible  to  participate  in  the  Primary
Retirement  Plan after two years of service.  The  contributions  are based on a
percentage of the participant's  salary with the participants  being 100% vested
upon eligibility.  It is the Company's policy to fund the plan costs as accrued.
Total pension  contributions  were $756,  $810, and $808 in 1998, 1997 and 1996,
respectively.
<PAGE>

ALLIANZ LIFE INSURANCE COMPANY
OF NORTH AMERICA AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 1998, 1997 and 1996 
(in thousands, except share data) 

(10) Employee Benefit Plans (cont.)

The Company  participates in the Allianz Asset Accumulation Plan (Allianz Plan),
a  defined   contribution  plan  sponsored  by  AZOA.  Under  the  Allianz  Plan
provisions,  the  Company  will  match from 75% to 100% of  eligible  employees'
contributions up to a maximum of 6% of a participant's  compensation.  The total
Company  match for Plan  participants  was 75%,  90% and 100% in 1998,  1997 and
1996, respectively.  All employees are eligible to participate after one year of
service and are fully vested in the Company's matching  contribution after three
years of service. The Allianz Plan will accept participants' pretax or after-tax
contributions up to 15% of the participant's  compensation.  It is the Company's
policy to fund the Allianz Plan costs as accrued.  The Company has accrued $868,
$1,057,  and  $1,105  in  1998,  1997 and  1996,  respectively,  toward  planned
contributions.

The Company provides certain postretirement benefits to employees who retired on
or before  December 31, 1988 or who were hired before  December 31, 1988 and who
have at least ten years of service  when they reach age 55. The  Company's  plan
obligation  at December  31, 1998 and 1997 was $6,352 and $6,001,  respectively.
This liability is included in "Other  liabilities" in the  accompanying  balance
sheet.


(11) Statutory Financial Data and Dividend Restrictions

Statutory  accounting  is directed  toward  insurer  solvency and  protection of
policyholders.  Accordingly,  certain  items  recorded in  financial  statements
prepared under GAAP are excluded or vary in determining statutory policyholders'
surplus and net gain from  operations.  Currently,  these items  include,  among
others, deferred acquisition costs, furniture and fixtures,  accident and health
premiums  receivable  which are more than 90 days past due,  deferred  taxes and
undeclared  dividends to  policyholders.  Additionally,  future life and annuity
benefit reserves  calculated for statutory  accounting do not include provisions
for withdrawals.

The  differences  between  stockholder's  equity  and  net  income  reported  in
accordance with statutory accounting practices and the accompanying consolidated
financial statements as of and for the year ended December 31 are as follows:
<TABLE>


                                                          Stockholder's equity                       Net income
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                         <C>          <C>                <C>         <C>      <C> 
                                                            1998         1997               1998        1997     1996
- ---------------------------------------------------------------------------------------------------------------------------
Statutory basis                                          $ 654,371      635,711             35,188     72,343   67,995
Adjustments:
 Change in reserve basis                                  (226,145)    (255,816)            13,787    (85,110)  13,324
 Deferred acquisition costs                                930,059      927,080              2,979     63,742   36,344
 Net deferred taxes                                       (257,903)    (228,861)            (2,822)   (28,283) (30,559)
 Statutory asset valuation reserve                         178,011      151,675                  0          0        0
 Statutory interest maintenance reserve                     48,697       34,336             14,361      7,994    1,183
 Modified coinsurance reinsurance                           (2,358)     (31,953)            29,595     81,790    5,435
 Unrealized gains on investments                           158,391      124,754                  0          0        0
 Nonadmitted assets                                         14,943       14,824                  0          0        0
 Deferred income on reinsurance                           (105,465)    (115,688)                 0          0        0
 Other                                                     (52,077)     (38,470)             7,051      1,197    7,446
- ---------------------------------------------------------------------------------------------------------------------------
As reported in the accompanying consolidated
  financial statements                                  $1,340,524    1,217,592            100,139    113,673  101,168    
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

The  Company  is  required  to  meet  minimum   statutory  capital  and  surplus
requirements.  The  Company's  statutory  capital and surplus as of December 31,
1998 and 1997 were in compliance with these requirements.  The maximum amount of
dividends  that can be paid by Minnesota  insurance  companies  to  stockholders
without  prior  approval  of  the   Commissioner   of  Commerce  is  subject  to
restrictions  relating to statutory  earned  surplus,  also known as  unassigned
funds.  Unassigned  funds  are  determined  in  accordance  with the  accounting
procedures  and  practices   governing   preparation  of  the  statutory  annual
statement, minus 25% of earned surplus attributable to unrealized capital gains.
In accordance with Minnesota Statutes,  the Company may declare and pay from its
surplus,  cash dividends of not more than the greater of 10% of its beginning of
the year statutory  surplus in any year, or the net gain from  operations of the
insurer, not including realized gains,

<PAGE>
ALLIANZ LIFE INSURANCE COMPANY
OF NORTH AMERICA AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 1998, 1997 and 1996 
(in thousands, except share data) 

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

for the 12-month  period ending the 31st day of the next preceding year. In 1998
and 1997,  the Company paid AZOA  dividends on preferred  stock in the amount of
$729 and $1,600, respectively. A common stock dividend of $551 was paid in 1997.
Dividends of $63,678 could
be paid in 1999 without prior approval of the Commissioner of Commerce.

Regulatory Risk Based Capital

An insurance  enterprise's  state of domicile imposes minimum risk-based capital
requirements  that were  developed  by the  National  Association  of  Insurance
Commissioners  (NAIC).  The formulas for  determining  the amount of  risk-based
capital specify various weighting factors that are applied to financial balances
or various levels of activity based on the perceived degree of risk.  Regulatory
compliance is determined by a ratio of an enterprise's regulatory total adjusted
capital to its authorized  control level risk-based  capital,  as defined by the
NAIC.  Enterprises below specific  triggerpoints or ratios are classified within
certain levels,  each of which requires specified  corrective action. The levels
and ratios are as follows:
                                     Ratio of total adjusted capital to
                                     authorized control level risk-based
        Regulatory Event               capital (less than or equal to)
- --------------------------------------------------------------------------------
        Company action level           2 (or 2.5 with negative trends)
        Regulatory action level                      1.5
        Authorized control level                      1
        Mandatory control level                      0.7

The Company's  adjusted  capital is in excess of the Company  action level as of
December 31, 1998 and 1997.

Permitted Statutory Accounting Practices

The  Company is required to file annual  statements  with  insurance  regulatory
authorities which are prepared on an accounting basis prescribed or permitted by
such authorities.  Currently,  prescribed statutory accounting practices include
state laws, regulations,  and general administrative rules, as well as a variety
of publications of the NAIC.  Permitted statutory accounting practices encompass
all accounting  practices that are not  prescribed;  such practices  differ from
state to state,  may differ  from  company to  company  within a state,  and may
change in the future.  The Company does not currently  use  permitted  statutory
accounting  practices that have a significant impact on its statutory  financial
statements.  Furthermore,  the NAIC has completed a project to codify  statutory
accounting  practices,  the result of which will  constitute  the only source of
"prescribed" statutory accounting practices.  Accordingly, that project which is
currently in the process of state  adoption,  will change the definition of what
comprises  prescribed versus permitted statutory accounting  practices,  and may
result in changes to existing accounting  policies insurance  enterprises use to
prepare their statutory financial statements.


(12) Commitments and Contingencies

The Company and its  subsidiaries  are involved in various pending or threatened
legal proceedings arising from the conduct of their business.  In the opinion of
management,  the ultimate resolution of such litigation will not have a material
effect on the consolidated financial position of the Company.

The  Company  is  contingently  liable for  possible  future  assessments  under
regulatory   requirements   pertaining  to   insolvencies   and  impairments  of
unaffiliated  insurance  companies.  Provision  has been  made  for  assessments
currently received and assessments anticipated for known insolvencies.


(13) Year 2000

The Company is  expending  significant  resources  to assure  that its  computer
systems are  reprogrammed in time to effectively  deal with  transactions in the
year 2000 and  beyond.  Additional  costs  associated  with this  effort are not
expected  to be  material  and will be  expensed  as  incurred.  This "Year 2000
Computer  Problem" creates risk for the Company from unforeseen  problems in its
own computer systems and
<PAGE>

ALLIANZ LIFE INSURANCE COMPANY
OF NORTH AMERICA AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 1998, 1997 and 1996 
(in thousands, except share data) 

(13) Year 2000 (cont.)

from  third  parties  with  whom the  Company  deals on  financial  transactions
worldwide.  Failures of the Company and/or third parties' computer systems could
have a material  impact on the  Company's  ability to conduct its  business  and
especially   to  process  and  account  for  the  transfer  of  data  and  funds
electronically.


(14) Foreign Currency Translation

The net assets of the Company's  foreign  operations  are  translated  into U.S.
dollars using exchange rates in effect at each year-end. Translation adjustments
arising from differences in exchange rates from period to period are included in
the accumulated foreign currency  translation  adjustment reported as a separate
component  of  stockholder's  equity.  An  analysis  of  this  account  for  the
respective years ended December 31 follows:
<TABLE>


                                                                                       1998        1997         1996
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                   <C>           <C>         <C>    
Beginning amount of cumulative translation adjustments                                $(4,448)      (3,473)     (3,455)
- ---------------------------------------------------------------------------------------------------------------------------
Aggregate adjustment for the period resulting from translation adjustments             (2,710)      (1,500)        (28)
Amount of income tax benefit for period related to aggregate adjustment                   949          525          10
- ---------------------------------------------------------------------------------------------------------------------------
Net aggregate translation included in equity                                           (1,761)        (975)        (18)
Ending amount of cumulative translation adjustments                                   $(6,209)      (4,448)     (3,473)
Canadian foreign exchange rate at end of year                                               0.6535       0.6992      0.7297
</TABLE>

<PAGE>
ALLIANZ LIFE INSURANCE COMPANY
OF NORTH AMERICA AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 1998, 1997 and 1996 
(in thousands, except share data) 
<TABLE>

(15) Supplementary Insurance Information

The following table summarizes certain financial information by line of business
for 1998, 1997 and 1996:

                                As of December 31                           For the year ended December 31
- ---------------------------------------------------------------------------------------------------------------------------
                              Future policy            Other         Premium              Benefits, Net change
                      Deferred  benefits,              policy         revenue               claims      in
                       policy    losses,              claims and      and other    Net     losses, and policy      Other
                     acquisitio claims and  Unearned  benefits       contract   investment settlement acquisition operating
                        costs  loss expense  premiums   payable    considerations income    expenses  costs (a)  expenses
- ---------------------------------------------------------------------------------------------------------------------------
<S>                   <C>       <C>         <C>       <C>            <C>          <C>      <C>        <C>      <C>
 
1998:
Life                 $217,262 1,445,844     3,859     97,647          375,055     34,731   306,318   (27,291)  141,705
Annuities             694,388 3,588,491         0      1,727          172,247    158,458   135,356    23,333   151,719
Accident and health              18,409         0     49,919          671,472    506,451    23,877   393,601       979
161,128
- ---------------------------------------------------------------------------------------------------------------------------
                     $930,059 5,034,335    53,778    770,846        1,053,753    217,066   835,275    (2,979)  454,552
1997:
Life                 $189,971 1,297,269     5,215     63,572          313,078     24,352   230,357   (14,363)   99,913
Annuities             717,721 3,251,829         0      1,881          188,474    118,028   124,535   (44,924)  186,789
Accident and health              19,388         0     44,953          487,660    451,067    19,970   327,526    (4,455)
151,312
- ---------------------------------------------------------------------------------------------------------------------------
                     $927,080 4,549,098    50,168    553,113          952,619    162,350   682,418   (63,742)  438,014
1996:
Life                 $175,608 1,204,633     5,502     62,369          331,845     89,049   258,221     4,308   103,352
Annuities             672,797 2,879,221         0      1,859          157,887    113,537   105,335   (43,283)  161,002
Accident and health              14,933         0     26,674          374,596    376,822    20,036   256,364     2,631
122,337
- ---------------------------------------------------------------------------------------------------------------------------
                     $863,338 4,083,854    32,176    438,824          866,554    222,622   619,920   (36,344)  386,691
<FN>

(a) See note 1 for total gross amortization. 
</FN>

</TABLE>



    

<PAGE>
APPENDIX A
- --------------------------------------------------------------------------------


ILLUSTRATION OF POLICY VALUES

The following tables show you how Policy Values, Cash Surrender Values and death
benefits  of your  Policy will  change  with the  investment  experience  of the
portfolios.  The Policy Values,  Cash Surrender Values and death benefits in the
tables take into account all charges and  deductions  against the Policy.  These
tables  assume that the cost of insurance  rates for the Policy are based on the
current and guaranteed rates  appropriate to the class shown.  These tables also
assume  that you paid a $100,000  single  premium.  For  premiums  of other than
$100,000, the tables shown can be adjusted (i.e. for a $20,000 premium, multiply
the tables by $20,000 divided by 100,000 or for a $200,000 premium, multiply the
attached  tables by $200,000  divided by 100,000).  These tables all assume that
the insured,  both male and female, is in the most favorable risk status,  i.e.,
non-smoker.  For insureds who are  classified as smoker or less  favorable  risk
status,  the cost of insurance will be greater and therefore  Policy Values will
be less given the same assumed  hypothetical  gross annual  investment  rates of
return.

The tables assume gross investment returns of 0%, 6% and 12% 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 daily management and portfolio administration fees are assumed to be .67% on
an  annual  basis,  of the net  assets  of the Class 1  portfolios  of  Franklin
Valuemark  Funds (Trust) (which is the arithmetic  average of the management and
portfolio  administration  fees  assessed in 1998).  The values also assume that
each  Class 1  portfolio  of the Trust will incur  expenses  annually  which are
assumed  to be .05% of the  average  net  assets of the  portfolio.  This is the
average in 1998. The variable options will be assessed for mortality and expense
risks at an annual rate of 0.60% of the average daily net assets of the variable
options  and for  administrative  expenses  at an  annual  rate of  0.15% of the
average daily net assets of the variable  options.  After taking these  expenses
and charges into consideration, the illustrated gross annual investment rates of
0%, 6% and 12% are equivalent to net rates of -1.46%, 4.45% and 10.37%.

Allianz Life deducts the cost of insurance for a Policy  Processing  Period from
the  Policy  Values.  The cost of  insurance  rate is  based  on the sex  (where
permitted by state law), attained age and rate class of the insured.

Upon request, 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.



<PAGE>
<TABLE>
<CAPTION>


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

                                                        FRANKLIN VALUEMARK
                                              SINGLE PREMIUM VARIABLE LIFE INSURANCE
                                                         FEMALE NON-SMOKER

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

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

                                      PREMIUM                                            CASH
   POLICY                              ACCUM           POLICY          POLICY          SURRENDER           DEATH
    YEAR             PAYMENT          @ 5.00%           LOAN            VALUE            VALUE            BENEFIT
- ---------------------------------------------------------------------------------------------------------------------------

      <S>           <C>              <C>                 <C>           <C>               <C>              <C>           
       1            $100,000         $105,000            0             97,439            91,139           448,956
       2                   0          110,250            0             94,886            89,286           448,956
       3                   0          115,763            0             92,336            87,436           448,956
       4                   0          121,551            0             89,785            85,585           448,956
       5                   0          127,628            0             87,231            83,731           448,956
      10                   0          162,889            0             74,250            74,250           448,956
      15                   0          207,893            0             64,097            64,097           448,956
      20                   0          265,330            0             52,337            52,337           448,956
      25                   0          338,635            0             37,959            37,959           448,956
      30                   0          432,194            0             18,962            18,962           448,956

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

                                       PREMIUM                                           CASH
   POLICY                              ACCUM           POLICY          POLICY          SURRENDER           DEATH
    YEAR             PAYMENT          @ 5.00%           LOAN            VALUE            VALUE            BENEFIT
- ---------------------------------------------------------------------------------------------------------------------------

       1            $100,000         $105,000            0             97,304            91,004           448,956
       2                   0          110,250            0             94,610            89,010           448,956
       3                   0          115,763            0             91,908            87,008           448,956
       4                   0          121,551            0             89,195            84,995           448,956
       5                   0          127,628            0             86,467            82,967           448,956
      10                   0          162,889            0             72,390            72,390           448,956
      15                   0          207,893            0             60,695            60,695           448,956
      20                   0          265,330            0             46,660            46,660           448,956
      25                   0          338,635            0             28,872            28,872           448,956
      30                   0          432,194            0              4,483             4,483           448,956

<FN>
It is emphasized that the assumed  investment rates of return shown above and elsewhere are illustrative  only. They should not be
deemed a representation of past or future investment rates of return.  Actual rates of return may be more or less than those shown
and will  depend on a number  of  factors,  including  the  investment  allocations  made by an owner and rates of return  for the
portfolios.  The death  benefit,  policy value and cash  surrender  value for a policy would be different  from those shown if the
actual gross rates of return  averaged the rate shown above over a period of years,  but fluctuated  above or below those averages
for individual policy years. No  representations  can be made by Allianz or the trust that this assumed  investment rate of return
can be achieved for any one year or sustained over any period of time.
</FN>
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

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

                                                    FRANKLIN VALUEMARK
                                          SINGLE PREMIUM VARIABLE LIFE INSURANCE
                                                     FEMALE NON-SMOKER

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

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

                                      PREMIUM                                            CASH
   POLICY                              ACCUM           POLICY          POLICY          SURRENDER           DEATH
    YEAR             PAYMENT          @ 5.00%           LOAN            VALUE            VALUE            BENEFIT
- ---------------------------------------------------------------------------------------------------------------------------

      <S>           <C>              <C>                 <C>           <C>               <C>              <C>          
       1            $100,000         $105,000            0             103,338            97,038          452,928
       2                   0          110,250            0             106,798           101,198          456,745
       3                   0          115,763            0             110,380           105,480          460,424
       4                   0          121,551            0             114,086           109,886          463,973
       5                   0          127,628            0             117,920           114,420          467,405
      10                   0          162,889            0             139,093           139,093          483,132
      15                   0          207,893            0             167,929           167,929          497,959
      20                   0          265,330            0             201,955           201,955          513,783
      25                   0          338,635            0             241,925           241,925          530,650
      30                   0          432,194            0             288,549           288,549          548,659
                           
                                Summary of end of year values assuming 6.00% gross rate of return.
                                     This illustration is based on GUARANTEED mortality costs.

                                      PREMIUM                                            CASH
   POLICY                              ACCUM           POLICY          POLICY          SURRENDER           DEATH
    YEAR             PAYMENT          @ 5.00%           LOAN            VALUE            VALUE            BENEFIT
- ---------------------------------------------------------------------------------------------------------------------------

       1            $100,000         $105,000            0             103,200            96,900          452,284
       2                   0          110,250            0             106,508           100,908          455,434
       3                   0          115,763            0             109,920           105,020          458,419
       4                   0          121,551            0             113,439           109,239          461,244
       5                   0          127,628            0             117,068           113,568          463,922
      10                   0          162,889            0             136,856           136,856          475,360
      15                   0          207,893            0             163,611           163,611          485,156
      20                   0          265,330            0             194,586           194,586          495,034
      25                   0          338,635            0             230,214           230,214          504,964
      30                   0          432,194            0             270,795           270,795          514,900
<FN>
It is emphasized that the assumed  investment rates of return shown above and elsewhere are illustrative  only. They should not be
deemed a representation of past or future investment rates of return.  Actual rates of return may be more or less than those shown
and will  depend on a number  of  factors,  including  the  investment  allocations  made by an owner and rates of return  for the
portfolios.  The death  benefit,  policy value and cash  surrender  value for a policy would be different  from those shown if the
actual gross rates of return  averaged the rate shown above over a period of years,  but fluctuated  above or below those averages
for individual policy years. No  representations  can be made by Allianz or the trust that this assumed  investment rate of return
can be achieved for any one year or sustained over any period of time.
</FN>
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

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

                                                        FRANKLIN VALUEMARK
                                              SINGLE PREMIUM VARIABLE LIFE INSURANCE
                                                         FEMALE NON-SMOKER

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

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

                                      PREMIUM                                            CASH
   POLICY                              ACCUM           POLICY          POLICY          SURRENDER           DEATH
    YEAR             PAYMENT          @ 5.00%           LOAN            VALUE            VALUE            BENEFIT
- ---------------------------------------------------------------------------------------------------------------------------
      <S>           <C>              <C>                 <C>           <C>               <C>             <C>             
       1            $100,000         $105,000            0             109,235           102,935          480,449
       2                   0          110,250            0             119,370           113,770          513,489
       3                   0          115,763            0             130,490           125,590          548,208
       4                   0          121,551            0             142,687           138,487          584,737
       5                   0          127,628            0             156,064           152,564          623,219
      10                   0          162,889            0             244,855           244,855          850,490
      15                   0          207,893            0             389,536           389,536         1,155,092
      20                   0          265,330            0             617,385           617,385         1,570,651
      25                   0          338,635            0             974,832           974,832         2,138,246
      30                   0          432,194            0            1,532,926         1,532,926        2,914,767
                           
                                Summary of end of year values assuming 12.00% gross rate of return.
                                     This illustration is based on GUARANTEED mortality costs.

                                      PREMIUM                                            CASH
   POLICY                              ACCUM           POLICY          POLICY          SURRENDER           DEATH
    YEAR             PAYMENT          @ 5.00%           LOAN            VALUE            VALUE            BENEFIT
- ---------------------------------------------------------------------------------------------------------------------------

       1            $100,000         $105,000            0             109,091           102,791          479,779
       2                   0          110,250            0             119,051           113,451          512,046
       3                   0          115,763            0             129,955           125,055          545,872
       4                   0          121,551            0             141,891           137,691          581,374
       5                   0          127,628            0             154,952           151,452          618,680
      10                   0          162,889            0             241,001           241,001          837,102
      15                   0          207,893            0             379,729           379,729         1,126,011
      20                   0          265,330            0             595,323           595,323         1,514,526
      25                   0          338,635            0             928,651           928,651         2,036,949
      30                   0          432,194            0            1,440,699         1,440,699        2,739,403
<FN>
It is emphasized that the assumed  investment rates of return shown above and elsewhere are illustrative  only. They should not be
deemed a representation of past or future investment rates of return.  Actual rates of return may be more or less than those shown
and will  depend on a number  of  factors,  including  the  investment  allocations  made by an owner and rates of return  for the
portfolios.  The death  benefit,  policy value and cash  surrender  value for a policy would be different  from those shown if the
actual gross rates of return  averaged the rate shown above over a period of years,  but fluctuated  above or below those averages
for individual policy years. No  representations  can be made by Allianz or the trust that this assumed  investment rate of return
can be achieved for any one year or sustained over any period of time.
</FN>
</TABLE>


<PAGE>
<TABLE>
<CAPTION>

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

                                                        FRANKLIN VALUEMARK
                                              SINGLE PREMIUM VARIABLE LIFE INSURANCE
                                                          MALE NON-SMOKER

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

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

                                      PREMIUM                                            CASH
   POLICY                              ACCUM           POLICY          POLICY          SURRENDER           DEATH
    YEAR             PAYMENT          @ 5.00%           LOAN            VALUE            VALUE            BENEFIT
- ---------------------------------------------------------------------------------------------------------------------------

      <S>           <C>              <C>                 <C>           <C>               <C>              <C>         
       1            $100,000         $105,000            0             97,443            91,143           400,205
       2                   0          110,250            0             94,900            89,300           400,205
       3                   0          115,763            0             92,364            87,464           400,205
       4                   0          121,551            0             89,831            85,631           400,205
       5                   0          127,628            0             87,300            83,800           400,205
      10                   0          162,889            0             74,485            74,485           400,205
      15                   0          207,893            0             64,329            64,329           400,205
      20                   0          265,330            0             52,044            52,044           400,205
      25                   0          338,635            0             35,349            35,349           400,205
      30                   0          432,194            0             10,284            10,284           400,205
                          
                                Summary of end of year values assuming 0.00% gross rate of return.
                                     This illustration is based on GUARANTEED mortality costs.

                                      PREMIUM                                            CASH
   POLICY                              ACCUM           POLICY          POLICY          SURRENDER           DEATH
    YEAR             PAYMENT          @ 5.00%           LOAN            VALUE            VALUE            BENEFIT
- ---------------------------------------------------------------------------------------------------------------------------

       1            $100,000         $105,000            0             97,310            91,010           400,205
       2                   0          110,250            0             94,629            89,029           400,205
       3                   0          115,763            0             91,945            87,045           400,205
       4                   0          121,551            0             89,257            85,057           400,205
       5                   0          127,628            0             86,559            83,059           400,205
      10                   0          162,889            0             72,703            72,703           400,205
      15                   0          207,893            0             60,998            60,998           400,205
      20                   0          265,330            0             46,239            46,239           400,205
      25                   0          338,635            0             25,240            25,240           400,205
      30                   0          432,194            0                0                 0             400,205

<FN>
It is emphasized that the assumed  investment rates of return shown above and elsewhere are illustrative  only. They should not be
deemed a representation of past or future investment rates of return.  Actual rates of return may be more or less than those shown
and will  depend on a number  of  factors,  including  the  investment  allocations  made by an owner and rates of return  for the
portfolios.  The death  benefit,  policy value and cash  surrender  value for a policy would be different  from those shown if the
actual gross rates of return  averaged the rate shown above over a period of years,  but fluctuated  above or below those averages
for individual policy years. No  representations  can be made by Allianz or the trust that this assumed  investment rate of return
can be achieved for any one year or sustained over any period of time.
</FN>
</TABLE>
<PAGE>

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

                                                        FRANKLIN VALUEMARK
                                              SINGLE PREMIUM VARIABLE LIFE INSURANCE
                                                          MALE NON-SMOKER

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

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

                                      PREMIUM                                            CASH
   POLICY                              ACCUM           POLICY          POLICY          SURRENDER           DEATH
    YEAR             PAYMENT          @ 5.00%           LOAN            VALUE            VALUE            BENEFIT
- ---------------------------------------------------------------------------------------------------------------------------
      <S>           <C>              <C>                 <C>           <C>               <C>              <C>           
       1            $100,000         $105,000            0             103,343            97,043          403,737
       2                   0          110,250            0             106,815           101,215          407,123
       3                   0          115,763            0             110,414           105,514          410,379
       4                   0          121,551            0             114,144           109,944          413,515
       5                   0          127,628            0             118,011           114,511          416,538
      10                   0          162,889            0             139,461           139,461          430,296
      15                   0          207,893            0             168,588           168,588          443,303
      20                   0          265,330            0             202,732           202,732          457,351
      25                   0          338,635            0             241,876           241,876          472,854
      30                   0          432,194            0             285,806           285,806          490,168
                            
                                Summary of end of year values assuming 6.00% gross rate of return.
                                     This illustration is based on GUARANTEED mortality costs.

                                      PREMIUM                                            CASH
   POLICY                              ACCUM           POLICY          POLICY          SURRENDER           DEATH
    YEAR             PAYMENT          @ 5.00%           LOAN            VALUE            VALUE            BENEFIT
- ---------------------------------------------------------------------------------------------------------------------------

       1            $100,000         $105,000            0             103,207            96,907          403,169
       2                   0          110,250            0             106,530           100,930          405,977
       3                   0          115,763            0             109,966           105,066          408,636
       4                   0          121,551            0             113,517           109,317          411,156
       5                   0          127,628            0             117,187           113,687          413,543
      10                   0          162,889            0             137,338           137,338          423,747
      15                   0          207,893            0             164,469           164,469          432,471
      20                   0          265,330            0             195,584           195,584          441,226
      25                   0          338,635            0             230,153           230,153          449,935
      30                   0          432,194            0             267,364           267,364          458,540

<FN>
It is emphasized that the assumed  investment rates of return shown above and elsewhere are illustrative  only. They should not be
deemed a representation of past or future investment rates of return.  Actual rates of return may be more or less than those shown
and will  depend on a number  of  factors,  including  the  investment  allocations  made by an owner and rates of return  for the
portfolios.  The death  benefit,  policy value and cash  surrender  value for a policy would be different  from those shown if the
actual gross rates of return  averaged the rate shown above over a period of years,  but fluctuated  above or below those averages
for individual policy years. No  representations  can be made by Allianz or the trust that this assumed  investment rate of return
can be achieved for any one year or sustained over any period of time.
</FN>
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

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

                                                        FRANKLIN VALUEMARK
                                              SINGLE PREMIUM VARIABLE LIFE INSURANCE
                                                          MALE NON-SMOKER

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

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

                                      PREMIUM                                            CASH
   POLICY                              ACCUM           POLICY          POLICY          SURRENDER           DEATH
    YEAR             PAYMENT          @ 5.00%           LOAN            VALUE            VALUE            BENEFIT
- ---------------------------------------------------------------------------------------------------------------------------

      <S>           <C>              <C>                 <C>           <C>               <C>             <C>                  
       1            $100,000         $105,000            0             109,240           102,940          428,269
       2                   0          110,250            0             119,389           113,789          457,703
       3                   0          115,763            0             130,531           125,631          488,622
       4                   0          121,551            0             142,761           138,561          521,146
       5                   0          127,628            0             156,184           152,684          555,394
      10                   0          162,889            0             245,497           245,497          757,465
      15                   0          207,893            0             391,063           391,063         1,028,299
      20                   0          265,330            0             619,789           619,789         1,398,207
      25                   0          338,635            0             974,878           974,878         1,905,829
      30                   0          432,194            0            1,519,373         1,519,373        2,605,786
                            
                               Summary of end of year values assuming 12.00% gross rate of return.
                                     This illustration is based on GUARANTEED mortality costs.

                                      PREMIUM                                            CASH
   POLICY                              ACCUM           POLICY          POLICY          SURRENDER           DEATH
    YEAR             PAYMENT          @ 5.00%           LOAN            VALUE            VALUE            BENEFIT
- ---------------------------------------------------------------------------------------------------------------------------

       1            $100,000         $105,000            0             109,098           102,798          427,679
       2                   0          110,250            0             119,076           113,476          456,442
       3                   0          115,763            0             130,009           125,109          486,593
       4                   0          121,551            0             141,989           137,789          518,241
       5                   0          127,628            0             155,111           151,611          551,494
      10                   0          162,889            0             241,845           241,845          746,194
      15                   0          207,893            0             381,715           381,715        1,003,719
      20                   0          265,330            0             598,418           598,418         1,349,994
      25                   0          338,635            0             928,708           928,708         1,815,568
      30                   0          432,194            0            1,423,726         1,423,726        2,441,746

<FN>
It is emphasized that the assumed  investment rates of return shown above and elsewhere are illustrative  only. They should not be
deemed a representation of past or future investment rates of return.  Actual rates of return may be more or less than those shown
and will  depend on a number  of  factors,  including  the  investment  allocations  made by an owner and rates of return  for the
portfolios.  The death  benefit,  policy value and cash  surrender  value for a policy would be different  from those shown if the
actual gross rates of return  averaged the rate shown above over a period of years,  but fluctuated  above or below those averages
for individual policy years. No  representations  can be made by Allianz or the trust that this assumed  investment rate of return
can be achieved for any one year or sustained over any period of time.
</FN>
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


APPENDIX B

TABLE OF NET SINGLE PREMIUM FACTORS

  Attained            FACTORS            Attained          FACTORS            Attained           FACTORS
     Age        Male*       Female*         Age       Male*       Female*        Age        Male*        Female*
- ---------------------------------------------------------------------------------------------------------------------------

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

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



                      

                                   PART II

                          UNDERTAKINGS TO FILE REPORTS

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

                             REPRESENTATION

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

                            INDEMNIFICATION

Under its Bylaws,  Article XI, the Company indemnifies,  to the extent permitted
by the laws of the State of  Minnesota,  each person (and the heirs,  executors,
and  administrators of such person) made or threatened to be made a party to any
action, civil or criminal, by reason of being or having been a director, officer
or employee of the  Company (or by reason of serving any other  organization  at
the request of the Company).

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


                       CONTENTS OF REGISTRATION STATEMENT

This Registration Statement comprises the following papers and documents:

The facing sheet

The Prospectus consisting of 86 pages

The undertaking to file reports

The signatures

Written consents of the following persons:
     Counsel
     Actuary
     Independent Auditor

Part II
Other Information
Page 2


The following exhibits:

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

   
     1.     Resolution of the Board of Directors of the Company (2)
     2.     Not Applicable
     3.a.   Principal Underwriter's Agreement (4)
     3.b.   General Agency Agreement (4)
     4.     Not Applicable
     5.     Individual Single Premium Variable Life Insurance Policy (3)
     6.a.   Articles of Incorporation of the Company (2)
     6.b.   Bylaws of the Company (2)
     7.     Not Applicable
     8.     Not Applicable
     9.a.   Administrative Agreement (1)
     9.b.   Fund Participation Agreement (3)
     10.    Application Form (3)
     12.    Illustrative Calculations for the Exchange of the Single Premium
            Variable Life Insurance Policy for a Whole Life Policy (5)
     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 Pre-Effective Amendment No. 1 to Form S-6, File
    No. 33-11158 filed on October 19, 1987

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

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

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

(5) incorporated by reference to Post-Effective  Amendment No. 19 to Registrants
    Form S-6 electronically filed on April 29, 1998.

    

   
                                   SIGNATURES

As required by the  Securities  Act of 1933,  the  Registrant  certifies that it
meets all of the requirements for effectiveness of this  Registration  Statement
pursuant to Rule 485(b) under the  Securities Act of 1933 and it has duly caused
this  Registration  Statement  to be  signed on its  behalf  by the  undersigned
thereunto duly authorized in the City of Minneapolis and State of Minnesota,  on
this 26th day of April, 1999.



                                         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 Mielke
        ---------------------------



    


Pursuant to the  requirements of the Securities Act of 1933,  this  registration
statement has been signed by the following  persons in the capacities and on the
dates indicated.


Signature and Title

<TABLE>
<CAPTION>

<S>                    <C>                         <C>

                       Chairman of the Board,
Lowell C. Anderson*    President                    04-26-99
Lowell C. Anderson     and Chief Executive Officer


Herbert F. Hansmeyer*  Director                     04-26-99
Herbert F. Hansmeyer


Michael P. Sullivan*   Director                     04-26-99
Michael P. Sullivan

       

Dr. Gerhard Rupprecht* Director                     04-26-99
Dr. Gerhard Rupprecht


Edward J. Bonach*      Chief Financial Officer      04-26-99
Edward J. Bonach


Rev. Dennis J. Dease*  Director                     04-26-99
Rev. Dennis J. Dease


James R. Campbell*     Director                     04-26-99
James R. Campbell


Robert M. Kimmitt*     Director                     04-26-99
Robert M. Kimmitt
</TABLE>




                                        *By Power of Attorney


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





                                    EXHIBITS

                                       TO

                     POST-EFFECTIVE AMENDMENT NO.    22    

                                       TO

                                    FORM S-6

                         ALLIANZ LIFE VARIABLE ACCOUNT A

               ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA







                                INDEX TO EXHIBITS

Exhibit                                                                   Page

EX99.B     Opinion and Consent of Counsel

EX99.C     Consent of Actuary

EX99.D     Independent Auditors' Consent




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

April 19, 1999

Board of Directors
Allianz Life Insurance Company of North America
1750 Hennepin Avenue
Minneapolis, MN 55403-2195

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

Dear Sir or Madam:

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

We are of the following opinions:

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

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

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

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

Sincerely,

BLAZZARD, GRODD, & HASENAUER, P.C.

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




Allianz Life Insurance Company of North America         [Allianz Logo]


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

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

March 5, 1999


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




                            CONSENT OF ACTUARY


I hereby consent to the inclusion of the Illustrations of Policy Values 
contained in Appendix A and the Table of Net Single Premium Factors contained 
in Appendix B in a Registration Statement Form S-6 registering Single Premium 
Variable Life  Insurance  Policies.  The illustrations have been prepared in 
accordance with  standard actuarial principles and reflect the operation of 
the Policy by taking  into  account all charges under the Policy and in the 
underlying fund, and are shown for males and females at a variety of 
underwriting classifications.

Sincerely,



/s/Jack L. Baumer

Jack L. Baumer, FSA, MAAA

JLB/saf


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




                          Independent Auditors' Consent


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


We consent to the use of our report,  dated  January 29, 1999,  on the financial
statements of Allianz Life Variable  Account A and our report dated February 5,
1999, on the consolidated financial statements of Allianz Life Insurance Company
of North America and  subsidiaries  included  herein and to the reference to our
Firm under the heading "EXPERTS".



                                      KPMG Peat Marwick LLP




Minneapolis, Minnesota
April 23, 1999


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