PRINCIPAL MUTUAL LIFE INSURANCE CO VARIABLE LIFE SEP ACCOUNT
485APOS, 1998-02-26
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                                                       Registration No. 33-13481


                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                       POST-EFFECTIVE AMENDMENT NO. 17 TO
                                    FORM S-6

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

     PRINCIPAL MUTUAL LIFE INSURANCE COMPANY VARIABLE LIFE SEPARATE ACCOUNT
                              (Exact Name of Trust)

                     PRINCIPAL MUTUAL LIFE INSURANCE COMPANY
                            (Exact Name of Depositor)

                          The Principal Financial Group
                           Des Moines, Iowa 50392-0100
              (Address of Depositor's Principal Executive Offices)

                                 David J. Brown
                     Principal Mutual Life Insurance Company
                          The Principal Financial Group
                           Des Moines, Iowa 50392-0300
                     (Name and address of agent for service)
              Telephone Number, Including Area Code: (515) 247-5111

                   Please send copies of all communications to

                                 J. SUMNER JONES
                                 Jones & Blouch
                          2100 Pennsylvania Ave., N.W.
                              Washington, DC 20037



  It is proposed that this filing will become effective (check appropriate box)


       _____ immediately upon filing pursuant to paragraph (b) of Rule 485

       _____ on (date) pursuant to paragraph (b) of Rule 485

       _____ 60 days after filing pursuant to paragraph (a)(1) of Rule 485

       __X__ on May 1, 1998 pursuant to paragraph (a)(1) of Rule 485

             This post-effective amendment designates a new effective date for a
       _____ previously filed post-effective amendment.

      Title of Securities: Flexible Premium Variable Life Insurance Policy.
<PAGE>
                     PRINCIPAL MUTUAL LIFE INSURANCE COMPANY
                         VARIABLE LIFE SEPARATE ACCOUNT

                       Registration Statement on Form S-6
                              Cross Reference Sheet

    Items of
   Form N-8B-2               Captions in Prospectus

        1..............  Cover Page

        2..............  Cover Page

        3..............  Not Applicable

        4..............  Distribution of the Policy

        5..............  Principal Mutual Life Insurance Company Variable Life
                         Separate Account

        6(a)...........  Not Applicable

        6(b)...........  Not Applicable

        7..............  Not Required

        8..............  Not Required

        9..............  Legal Proceedings

        10(a)..........  Ownership, Beneficiaries, Assignment

        10(b)..........  Calculation of Accumulated Value; Unit Values; Net
                         Investment Factor; Valuations in Connection with a
                         Policy; Participating Policy

        10(c), 10(d)...  Summary (Transfers; Policy Loans; Surrender,
                         Termination and Reinstatement; Policy Cancellation);
                         Death Benefits and Rights; Policy Values (Transfers;
                         Policy Loans; Surrender); Charges and Deductions
                         (Surrender Charge)

        10(e)..........  Summary (Surrender, Termination and Reinstatement);
                         Premiums (Policy Termination; Reinstatement);
                         Registration Statement

        10(f)..........  Other Matters (Voting Rights)

        10(g)(1),
        10(g)(2),
        10(h)(1),
        10(h)(2).......  Principal Mutual Life Insurance Company Variable Life
                         Separate Account; General Provisions (Addition,
                         Deletion, or Substitution of Investments)

        10(g)(3),
        10(g)(4),
        10(h)(3),
        10(h)(4).......  Not Applicable

        10(i)..........  Principal Mutual Life Insurance Company Variable Life
                         Separate Account, Policy Values; General Provisions
                         (Addition, Deletion, or Substitution of Investments;
                         Optional Insurance Benefits; Policy Proceeds);
                         Federal Tax Matters

        11.............  Principal Mutual Life Insurance Company Variable Life
                         Separate Account; General Provisions (Addition,
                         Deletion, or Substitution of Investments)

        12(a)..........  Cover page

        12(b)..........  Not Applicable

        12(c)..........  Principal Mutual Life Insurance Company Variable Life
                         Separate Account (Principal Balanced Fund, Inc.;
                         Principal Bond Fund, Inc.; Principal Capital
                         Accumulation Fund, Inc.; Principal Emerging Growth
                         Fund, Inc.; Principal High Yield Fund, Inc.; Principal
                         Money Market Fund, Inc.)

        12(d)..........  Distribution of the Policy

        12(e)..........  Not Applicable

        13(a)..........  Principal Mutual Life Insurance Company Variable Life
                         Separate Account; Charges and Deductions

        13(b), 13(c),
        13(d), 13(e),
        13(f), 13(g)...  Not Applicable

        14.............  Distribution of the Policy

        15.............  Summary (Premiums); Preimums

        16.............  Summary (Principal Mutual Life Insurance
                         Company Variable Life Separate Account); Principal
                         Mutual Life Insurance Company Variable Life Separate
                         Account; Policy Values; General Provisions (Addition,
                         Deletion, or Substitution of Investments)

        17(a), 17(b),
        17(c)..........  Captions referenced under Items 10(c), 10(d), 10(e),
                         and 10(i) above

        18(a)..........  Summary (Policy Value); Policy Values (Calculation of
                         Accumulated Value; Unit Values; Net Investment Factor;
                         Valuations in Connection with a Policy)

        18(b)..........  Not Applicable

        18(c)..........  Summary (Policy Loans); Policy Values (Policy Loans)

        18(d)..........  Not Applicable

        19.............  Other Matters (Voting Rights; Statement of Values)

        20(a), 20(b)...  Principal Mutual Life Insurance Company Variable Life
                         Separate Account; General Provisions (Addition,
                         Deletion, or Substitution of Investments); Other
                         Matters (Voting Rights)

        20(c), 20(d),
        20(e), 20(f)...  Not Applicable

        21(a), 21(b)...  Summary (Policy Loans); Policy Values

        21(c)..........  Not Applicable

        22.............  General Provisions (The Contract; Incontestability)

        23.............  Not Applicable

        24.............  Summary; Special Plans

        25.............  Description of Principal Mutual Life Insurance Company

        26.............  Not Applicable

        27.............  Description of Principal Mutual Life Insurance Company

        28.............  Officers and Directors of Principal Mutual Life
                         Insurance Company

        29.............  Description of Principal Mutual Life Insurance Company

        30.............  Not Applicable

        31.............  Not Applicable

        32.............  Not Applicable

        33.............  Not Applicable

        34.............  Not Applicable

        35.............  Description of Principal Mutual Life Insurance Company

        36.............  Not Applicable

        37.............  Not Applicable

        38(a)..........  Summary (Principal Mutual Life Insurance Company
                         Variable Life Separate Account); Principal Mutual Life
                         Insurance Company Variable Life Separate Account;
                         Distribution of the Policy

        38(b), 38(c)...  Distribution of the Policy

        39(a), 39(b)...  Distribution of the Policy

        40.............  Not Applicable

        41(a)..........  Description of Principal Mutual Life Insurance Company;
                         Distribution of the Policy

        41(b), 41(c)...  Not Applicable

        42.............  Not Applicable

        43.............  Not Applicable

        44(a), 44(b),
        44(c)..........  Summary (Principal Mutual Life Insurance Company
                         Variable Life Separate Account; Transfers; Policy
                         Loans; Surrender, Termination, and Reinstatement;
                         Policy "Free Look"); Principal Mutual Life Insurance
                         Company Variable Life Separate Account; Policy Values;
                         Charges and Deductions

        45.............  Not Applicable

        46(a)..........  Captions referenced under items 44(a) above

        46(b)..........  Not Applicable

        47.............  Not Applicable

        48.............  Not Applicable

        49.............  Not Applicable

        50.............  Not Applicable

        51(a) - (j)....  Summary; Description of Principal Mutual Life
                         Insurance Company; Principal Mutual Life Insurance
                         Company Variable Life Separate Account; General
                         Provisions; Distribution of the Policy

        52(a)..........  Principal Mutual Life Insurance Company Variable Life
                         Separate Account; General Provisions (Addition,
                         Deletion, or Substitution of Investments)

        52(b)..........  Not Applicable

        52(c)..........  Captions referenced in 10(g) and 10(h) above

        52(d)..........  Not Applicable

        53(a)..........  Summary (Tax Consequences of the Policy); Federal Tax
                         Matters

        53(b)..........  Not Applicable
        54.............  Not Applicable

        55.............  Not Applicable

        56.............  Not Applicable

        57.............  Not Applicable

        58.............  Not Applicable

        59.............  Not Applicable

<PAGE>


   
                   Prospectus Dated __________________________
    


     PRINCIPAL MUTUAL LIFE INSURANCE COMPANY VARIABLE LIFE SEPARATE ACCOUNT
      FLEX VARIABLE LIFE -- FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY

     "Flex Variable Life," the flexible  premium  variable life insurance policy
(the  "Policy" or the  "Policies")  offered by Principal  Mutual Life  Insurance
Company  ("Company")  and  described in this  Prospectus  is designed to provide
lifetime insurance protection and maximum flexibility in connection with premium
payments  and  death  benefits.  A  policyowner  may,  within  limits,  vary the
frequency  and amount of premium  payments  and  increase or  decrease  the face
amount of the life insurance benefit under the Policy. This flexibility allows a
policyowner  to  provide  for  changing  life  insurance  needs  within a single
insurance policy.

     Neither premium payments nor death benefits are deposits or obligations of,
or guaranteed by or endorsed by any bank.  Premium  payments and death  benefits
are not federally  insured by the Federal  Deposit  Insurance  Corporation,  the
Federal Reserve Board or any other government agency.

     A schedule of premium  payments is  established  for a Policy in accordance
with  policyowner  preference.  A minimum  premium is required  during the first
twelve policy months.  At other times,  failure to pay premiums will not cause a
Policy to terminate so long as its accumulated  value, less the surrender charge
and unpaid policy loans and loan interest,  is sufficient on a Policy processing
day to allow deduction of the cost of insurance and other charges.

     Premium  payments,  less a 2% premium tax charge and a 5% sales  load,  are
allocated  according to  policyowner  direction to one or more  Divisions of the
Principal   Mutual  Life  Insurance   Company  Variable  Life  Separate  Account
("Separate Account"), except for premiums received during the first 45 days from
the  policy  date,  which are  allocated  for that  period  to the Money  Market
Division of the Separate  Account.  Each Division invests  exclusively in shares
representing  an interest in a corresponding  account of the Principal  Variable
Contracts  Fund,  Inc.  organized by the Company.  The  accompanying  prospectus
describes the  investment  objectives  and the  attendant  risks of the accounts
currently offered as investment choices under the Policy: Balanced Account, Bond
Account,  Capital Value Account,  High Yield  Account,  MidCap Account and Money
Market Account.

     Accumulated  value and duration of coverage  under the Policy will, and the
death benefit may, increase or decrease based upon the investment  experience of
the Divisions of the Separate  Account.  The accumulated value will also reflect
the amount and frequency of premium payments,  surrenders of accumulated  value,
policy  loans and loan  interest,  interest  earned on loaned  amounts,  and the
charges and deductions  connected  with the Policy.  The  policyowner  bears the
entire  investment  risk as to the  Policy's  accumulated  value,  which  is not
guaranteed.

     The  Policy  provides  a  death  benefit  upon  the  insured's  death.  The
policyowner chooses one of two death benefit options.  Under Option 1, the death
benefit is the greater of the face amount of the Policy or the accumulated value
on the date of death  multiplied  by an  applicable  percentage  based  upon the
insured's  attained age. Under Option 2, the death benefit is the greater of the
face  amount  of the  Policy  plus  the  accumulated  value  on the  date of the
insured's death or the Policy's  accumulated  value multiplied by the applicable
percentage. The policyowner may, under certain conditions, change from one death
benefit option to the other.

     The  policyowner  generally  may obtain policy loans at any time the Policy
has loan value prior to the Policy's  maturity  date.  In  addition,  subject to
certain restrictions, the Policy's accumulated value may be partially or totally
surrendered.  Surrender charges  consisting of a contingent  deferred sales load
and a  contingent  deferred  administration  charge  may be  imposed  upon total
surrender  of a Policy.  The amount of surrender  charge  assessed per $1,000 of
face  amount is based upon the issue age and sex  (where  allowed by law) of the
insured and the policy year at the time of surrender.

     Prospective  purchasers  of this Policy are  advised  that  replacement  of
existing insurance coverage may not be financially advantageous.  It may also be
disadvantageous  to purchase a Policy as a means to obtain additional  insurance
protection  if the  purchaser  already  owns a flexible  premium  variable  life
insurance policy.

     This  Prospectus  is valid only if  accompanied  or preceded by the current
prospectus for Principal Variable Contracts Fund, Inc.


     THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED BY THE SECURITIES
AND  EXCHANGE  COMMISSION  OR ANY  STATE  SECURITIES  COMMISSION,  NOR  HAS  THE
SECURITIES AND EXCHANGE  COMMISSION OR ANY STATE  SECURITIES  COMMISSION  PASSED
UPON THE  ACCURACY OR ADEQUACY OF THIS  PROSPECTUS.  ANY  REPRESENTATION  TO THE
CONTRARY IS A CRIMINAL OFFENSE.

    Please Read This Prospectus Carefully And Retain It For Future Reference.

   
                                TABLE OF CONTENTS
GLOSSARY OF SPECIAL TERMS ................................. 4

SUMMARY ................................................... 5

     The Policy............................................ 5

     Principal Mutual Life Insurance Company
     Variable Life Separate Account ....................... 5

     Premiums.............................................. 5

     Charges and Deductions ............................... 6

     Maturity Proceeds..................................... 6

     Death Benefit and Proceeds............................ 6

     Adjustment Options.................................... 7

     Policy Values......................................... 7

     Transfers............................................. 7

     Policy Loans.......................................... 7

     Surrender, Termination and Reinstatement.............. 8

     Policy "Free Look".................................... 9

     Distribution of the Policy............................ 9

     Tax Consequences of the Policy........................ 9

DESCRIPTION OF PRINCIPAL MUTUAL
LIFE INSURANCE COMPANY .....................................9

PRINCIPAL MUTUAL LIFE INSURANCE
COMPANY VARIABLE LIFE SEPARATE
ACCOUNT....................................................10

     Balanced Account......................................11

     Bond Account..........................................11

     Capital Value Account.................................11

     High Yield Account....................................11

     MidCap Account........................................12

     Money Market Account..................................12

PREMIUMS...................................................12

     Purchase Procedures...................................12

     Payment of Premiums...................................13

     Premium Limitations...................................13

     Allocation of Premiums................................14

     Policy "Free Look"....................................14

     Policy Termination....................................15

     Reinstatement.........................................15

DEATH BENEFITS AND RIGHTS..................................16

     Death Proceeds........................................16

     Death Benefit.........................................16

     Applicable Percentage.................................16

     Change in Death Benefit Option........................17

     Adjustment Options....................................17

POLICY VALUES..............................................18

     Calculation of Accumulated Value......................18

     Units.................................................19

     Unit Values...........................................19

     Net Investment Factor.................................19

     Valuations in Connection with a Policy................20

     Transfers.............................................20

     Policy Loans..........................................20

     Surrender.............................................21

CHARGES AND DEDUCTIONS.....................................21

     Premium Expense Charge................................21

     Monthly Deduction.....................................22

     Mortality and Expense Risks Charge....................22

     Transaction Charge....................................22

     Surrender Charge......................................23

     Other Charges.........................................27

     Special Plans.........................................27

OTHER MATTERS..............................................27

     Voting Rights.........................................27

     Statement of Value....................................28

     Service Available by Telephone........................28

GENERAL PROVISIONS.........................................29

     Addition, Deletion, or Substitution of
     Investments...........................................29

     Optional Insurance Benefits...........................29

     Death Benefit Guarantee Rider.........................29

     The Contract..........................................30

     Incontestability......................................30

     Misstatements.........................................30

     Suicide...............................................30

     Ownership.............................................30

     Beneficiaries.........................................30

     Benefit Instructions..................................30

     Postponement of Payments..............................31

     Assignment............................................31

     Policy Proceeds.......................................31

     Participating Policy..................................32

     Right to Exchange Policy..............................32

DISTRIBUTION OF THE POLICY.................................32

OFFICERS AND DIRECTORS OF PRINCIPAL
MANAGEMENT CORPORATION.....................................33

OFFICERS AND DIRECTORS  OF PRINCIPAL
MUTUAL LIFE INSURANCE COMPANY..............................33

STATE REGULATION OF PRINCIPAL
MUTUAL LIFE INSURANCE COMPANY..............................35

FEDERAL TAX MATTERS........................................35

     Tax Status of the Company
     and the Separate Account..............................35

     Charges for Taxes.....................................35

     Diversification Standards.............................35

     Life Insurance Status of Policy.......................35

     Modified Endowment Contract Status....................36

     Policy Surrenders and Partial Surrenders..............37

     Policy Loans and Interest Deductions..................37

     Corporate Alternative Minimum Tax.....................37

     Exchange or Assignment of Policies....................37

     Withholding...........................................37

     Taxation of Accelerated Death Benefits................37

     Other Tax Issues......................................37

EMPLOYEE BENEFIT PLANS.....................................38

LEGAL PROCEEDINGS..........................................38

LEGAL OPINION..............................................38

INDEPENDENT AUDITORS.......................................38

REGISTRATION STATEMENT.....................................38

FINANCIAL STATEMENTS.......................................38

     Variable Life Separate Account Financial Statement ...39

     The Principal Financial Group Financial Statement.....43

     Report of Independent Auditors........................48

     Variable Life Separate Account
     Financial Statements..................................49

     Report of Independent Auditors........................61

     The Principal Financial Group(R)
     Financial Statements..................................62

APPENDIX - ILLUSTRATIONS OF POLICY
VALUES AND DEATH BENEFITS..................................96

THIS  PROSPECTUS  DOES NOT CONSTITUTE AN OFFERING IN ANY  JURISDICTION  IN WHICH
SUCH OFFERING MAY NOT LAWFULLY BE MADE.  PRINCIPAL MUTUAL LIFE INSURANCE COMPANY
DOES NOT AUTHORIZE ANY  INFORMATION  OR  REPRESENTATIONS  REGARDING THE OFFERING
DESCRIBED IN THIS  PROSPECTUS  OTHER THAN AS CONTAINED IN THIS  PROSPECTUS,  THE
PROSPECTUS  OF  PRINCIPAL  VARIABLE  CONTRACTS  FUND,  INC. OR THE  STATEMENT OF
ADDITIONAL INFORMATION OF THAT FUND.
    

GLOSSARY OF SPECIAL TERMS

     Attained Age - The age last birthday on the prior policy anniversary.

     Division - A part of the Principal  Mutual Life Insurance  Company Variable
Life  Separate  Account  which is  invested  in shares of an account of a mutual
fund.

     Face Amount - The minimum  death  benefit of a Policy so long as the Policy
remains in force.

     General  Account - The assets of Principal  Mutual Life  Insurance  Company
other than those allocated to any of the separate  accounts of Principal  Mutual
Life Insurance Company.

     Guideline  Annual Premium - The level annual  payment  necessary to provide
the  future  benefit  under  a  Policy,  through  maturity,  based  on the  1980
Commissioners Standard Ordinary Mortality Table, a 5% assumed interest rate, and
the fees and charges specified for a Policy.

     Internal Revenue Code - The Internal Revenue Code of 1954, as amended,  and
regulations promulgated thereunder. Reference to the Internal Revenue Code means
such Internal  Revenue Code or the  corresponding  provisions of any  subsequent
revenue code and any regulations thereunder.

     Investment  Account  -  An  account   established  under  a  Policy  for  a
policyowner  with respect to a Division of the Principal  Mutual Life  Insurance
Company Variable Life Separate Account.

     Maturity  Date  - The  policy  anniversary  following  the  insured's  95th
birthday.

   
     Monthly  Date - The day of the month which is the same as the policy  date.
For example, if the policy date is June 10, 1998, the first monthly date is July
10, 1998.
    

     Mutual Fund - Principal  Variable Contracts Fund, Inc., or other registered
open-end investment companies  substituted therefor or added for investment by a
Division of the Principal  Mutual Life Insurance  Company Variable Life Separate
Account.

     Policy date - The policy date is the date by which both the application and
a premium  payment in an amount at least equal to the required  minimum  initial
premium for the Policy have been received in the home office of the Company.

   
     Policy  Years  and  Anniversaries  - The  policy  years  and  anniversaries
computed from the policy date.  Example:  If the policy date is May 5, 1998, the
first policy year ends on May 4, 1999 and the first policy  anniversary falls on
May 5, 1999.
    

     Principal Mutual Life Insurance  Company Variable Life Separate Account - A
separate account  established by Principal  Mutual Life Insurance  Company under
Iowa law to receive  premiums under the Policies  offered by this Prospectus and
other  variable  life  insurance  contracts  issued  by  Principal  Mutual  Life
Insurance Company.

     Prorated  Basis - In the  same  proportion  as the  value  of a  particular
investment  account  for a Policy  bears to the  total  value of all  investment
accounts for that Policy.

     Valuation  Date - The date as of which the net asset value of an account of
a mutual fund is determined.

     Valuation  Period - The period  between  the time as of which the net asset
value of an account of a mutual fund is determined on one valuation date and the
time as of which such value is determined on the next following valuation date.

     Written  Request - Actual  delivery  to  Principal  Mutual  Life  Insurance
Company at its home office in Des Moines,  Iowa, of a written  notice or request
on a form supplied or approved by Principal Mutual Life Insurance Company.

SUMMARY

     THE FOLLOWING  SUMMARY  INFORMATION  SHOULD BE READ IN CONJUNCTION WITH THE
DETAILED INFORMATION APPEARING ELSEWHERE IN THIS PROSPECTUS.

The Policy

     The Policy is designed to provide a  policyowner  with  lifetime  insurance
protection  and  flexibility  in  connection  with the amount and  frequency  of
premium  payments and the amount of life  insurance  proceeds  payable under the
Policy. A policyowner may,  subject to certain  limitations,  vary the frequency
and amount of premium  payments.  The Policy allows a policyowner  to adjust the
amount of life insurance  payable,  without having to purchase a new Policy,  by
increasing or decreasing the face amount.  Thus, as insurance needs or financial
conditions  change,  a policyowner  has the flexibility to adjust life insurance
proceeds and vary the premium payments.  The Policy is a life insurance contract
with a death  benefit,  accumulated  value,  and  other  features  traditionally
associated with whole life insurance.  It is called  "flexible  premium" because
unlike traditional  insurance  contracts,  there is no fixed schedule of premium
payments,  although a minimum premium is required during the first twelve policy
months.  Each policyowner  establishes a preferred  schedule of premium payments
(planned periodic premiums).

     The Policy is called "variable" because the accumulated value,  duration of
coverage  and,  under certain  circumstances,  the death benefit may increase or
decrease  depending upon the investment  experience of the Division or Divisions
of the Separate Account to which premium payments,  less a premium tax charge of
2% and a 5% sales load, have been  allocated.  Generally,  favorable  investment
experience will increase a Policy's accumulated value and unfavorable investment
experience will reduce its accumulated value. Prospective purchasers of a Policy
should be aware that there is no guarantee of accumulated value in a Policy.

Principal Mutual Life Insurance Company Variable Life Separate Account

     The  Separate  Account is a separate  account  established  by the  Company
pursuant to the  insurance  laws of the State of Iowa and is organized as a unit
investment  trust under the  Investment  Company Act of 1940.  Policyowners  may
select from six  Divisions of the Separate  Account  ("Account").  Each Division
invests exclusively in shares representing  interests in a corresponding Account
of the Principal  Variable  Contracts Fund, Inc. (the "Fund").  (The Company may
form other Divisions of the Separate  Account or other separate  accounts in the
future,  thereby creating  additional  investment  choices under a Policy.) Each
Account  has  a  different  investment   objective.   The  Separate  Account  is
administered  and accounted for as part of the general  business of the Company,
but the income,  gains,  or losses of the  Separate  Account are  credited to or
charged  against the assets held in the Separate  Account in accordance with the
terms of the Policy,  without  regard to other income or gains or losses arising
out of any other business that the Company conducts.  The assets of the Separate
Account will be  available to cover the  liabilities  of the  Company's  general
account  only to the extent that the assets of the Separate  Account  exceed the
liabilities of the Separate Account arising under the Policies.

Premiums

     An initial payment is required as the first premium.  This required initial
premium payment is three times the minimum monthly premium shown on the Policy's
data pages.  The minimum  monthly premium is the amount that, if paid, will keep
the Policy in force for one month,  taking  into  account  the  current  monthly
deduction and surrender charge.  Payment of a minimum premium is required during
the first twelve  policy months (the "Minimum  Required  Premium").  The Company
allows  payments  in  accordance  with the  planned  periodic  premium  schedule
established  by  the  policyowner  in  the  application  (annual,   semi-annual,
quarterly, or pre-authorized withdrawal payments of premium on a monthly basis).
However,  if the minimum monthly premium is less than $30 ($15 if the insured is
ages 0-14),  only a planned  periodic  premium  schedule  that would result in a
payment  of $30 or more ($15 or more if the  insured  is ages 0-14) will be made
available  to the  policyowner.  The  Company  also allows  unscheduled  premium
payments of $30 or more. The planned  periodic  premium  schedule  indicates the
preference  of the  policyowner  only,  and other than  payment  of the  Minimum
Required  Premium,  payment of premiums  is not  required.  (However,  the death
benefit  guarantee  premium must be paid to maintain the death benefit guarantee
rider. See "Death Benefit  Guarantee  Rider.") Changes in frequency,  as well as
increases or decreases in the amount of planned periodic premiums,  may be made.
However,  the total of all premiums,  planned and  otherwise,  cannot exceed the
current  maximum premium  limitations set forth in the Internal  Revenue Code to
qualify  a  Policy  as a life  insurance  contract.  At  any  time  there  is an
outstanding policy loan, if a payment cannot be identified as a premium payment,
it will be considered a loan repayment.

     The initial premium payment and all other premium payments  received during
the first 45 days from the policy  date,  after  deduction  of the  premium  tax
charge of 2% and the 5% sales load,  are allocated to the Money Market  Division
of the Separate  Account.  On the 46th day from the policy date, the accumulated
value held in the Money  Market  Division is  transferred  to the  Divisions  in
accordance with the policyowner's  direction for allocation of premium payments.
Premium  payments  received  after the first 45 days  from the  policy  date are
allocated  among  the  Divisions  in  accordance  with  the  directions  in  the
application for the Policy.

Charges and Deductions

     There is a premium expense charge deducted from each premium  payment.  The
amount  remaining  after  deduction  of the premium  expense  charge is the "net
premium." The premium  expense  charge  includes a sales load of 5% to partially
compensate the Company for sales  expenses  incurred with respect to the Policy.
In  addition,  a sales load of up to a maximum of 25% of the minimum  first year
premium may be imposed as a part of a surrender  charge upon total  surrender or
termination  of a Policy for  insufficient  value.  Also included in the premium
expense  charge is a charge of 2% for  premium  taxes.  The  premium tax charge,
which cannot be changed,  is not expected to exceed the premium taxes charged to
the Company.

     There is a monthly  deduction  from the Policy's  accumulated  value in the
Divisions  equal  to the cost of  insurance,  the  cost of  additional  benefits
provided by riders  attached to the Policy and a monthly  administration  charge
which is  guaranteed  never to  exceed  $5.00 per  month.  The  current  monthly
administration charge for a Policy is $4.75 per month.

     The cost of insurance  charge is calculated on each monthly date.  The cost
of insurance rate is based on the sex (where allowed by law),  attained age, and
risk classification of the insured. Current monthly cost of insurance rates will
be determined by the Company based upon its  expectations as to future mortality
experience.  Cost of insurance  rates are  guaranteed  not to exceed the maximum
rates based upon the 1980 Smoker and Nonsmoker  Commissioners  Standard Ordinary
Mortality Tables,  age last birthday.  Where allowed by law, the table used will
be  male  or  female  according  to the sex of the  insured.  Additionally,  the
guaranteed  maximum cost of  insurance  rates will  reflect the  insured's  risk
classification.

     A mortality  and expense  risks  charge will be imposed on a daily basis on
the assets of each Division.  The current  mortality and expense risks charge is
 .0020548% on a daily basis (.75% on an annual  basis) and is  guaranteed  to not
exceed .0024658% on a daily basis (.90% on an annual basis).

     A charge  consisting of a contingent  deferred  sales load and a contingent
deferred administration charge may be imposed for total surrender of a Policy or
termination of a Policy for  insufficient  value. The amount of surrender charge
assessed  per  $1,000 of face  amount is based upon the issue age and sex (where
allowed by law) of the  insured  and the policy  year at the time of  surrender.
There is no surrender  charge  imposed upon partial  surrenders  of  accumulated
value.

     A transaction  charge of $25 is imposed on transfers of  accumulated  value
between  Divisions  exceeding four per policy year. A transaction  charge of the
lesser of $25 or two percent of the amount  surrendered  is imposed upon partial
surrenders of accumulated value.

     An investment advisory fee is charged against the assets of each Account to
compensate the Fund's investment advisor. In addition, each Account incurs other
normal expenses of corporate operation.

Maturity Proceeds

     If the  insured  under a Policy is living on the  Policy's  maturity  date,
which is the Policy  anniversary  following  the  birthday  on which the insured
reaches  age 95, the  Company  will pay the  Policy's  maturity  proceeds to the
policyowner.  A Policy's  maturity  proceeds are the Policy's  accumulated value
less any Policy loans and unpaid loan interest on the maturity date. If maturity
proceeds are paid under a Policy, the Policy terminates with no further benefits
payable.  On the Policy's  maturity date, the Company will pay the excess of the
Policy's face amount over the maturity proceeds, provided certain conditions are
met. (See "Death Benefit Guarantee Rider.")

Death Benefit and Proceeds

     The death proceeds under a Policy are payable to the  beneficiary  when the
insured dies,  subject to all provisions and conditions of the Policy. The death
proceeds,  determined  as of the date of the  insured's  death,  are:  the death
benefit  described below, plus proceeds from any benefit riders on the insured's
life,  less any Policy  loans and loan  interest,  and less any overdue  monthly
deductions if the insured dies during a grace  period.  All or part of the death
proceeds may be paid in cash or applied under one or more of the benefit options
available under the Policy,  subject to certain  restrictions.  The Company pays
interest on the death  proceeds from the date of death until the date of payment
or until  applied  under a benefit  option.  Interest  is at a rate the  Company
determines, but not less than required by state law.

     There are two options  available for the death benefit under a Policy. If a
policyowner  selects Option 1, the death benefit will be equal to the greater of
the face  amount  of the  Policy or the  accumulated  value on the date of death
multiplied by an applicable  percentage  specified in the Internal Revenue Code.
If a policyowner  selects Option 2, the death benefit will be the greater of the
face amount of the Policy plus the accumulated value on the date of death or the
accumulated value on the date of death multiplied by the applicable percentage.

     A policyowner may make a written request to change the death benefit option
on or after the first  Policy  anniversary.  Any change  must be approved by the
Company  before it takes effect.  Changes in death benefit option are limited to
two per policy year.  If the request is to change from Option 1 to Option 2, the
face amount will be reduced by the amount of the accumulated value of the Policy
on the effective date of the change. A request to change from Option 1 to Option
2 will not be approved if the face  amount in effect  after the change  would be
less than $25,000.  Evidence of  insurability  satisfactory to the Company under
its underwriting  rules then in effect may be required on a change from Option 1
to Option 2. If the  request  is to change  from  Option 2 to Option 1, the face
amount will be increased by the amount of the accumulated value of the Policy on
the effective date of the change.  No evidence of insurability is required for a
change from Option 2 to Option 1. The  effective  date of any change will be the
monthly date that  coincides with or next follows the day the request for change
is approved by the Company.

Adjustment Options

     Subject to certain conditions,  the face amount of a Policy may be adjusted
upon the written request of the  policyowner.  Any written request to adjust the
face amount of a Policy must be  approved by the  Company.  No request to adjust
the face amount of a Policy will be approved if a Policy is in a grace period or
if monthly deductions are being waived under a rider. In addition, a decrease in
face amount may be requested only after the first Policy anniversary and may not
reduce the face  amount of a Policy  below  $25,000.  A  requested  face  amount
increase  must be at least  $5,000 and is subject to  evidence  of  insurability
satisfactory  to the Company under its  underwriting  rules then in effect.  Any
adjustment in face amount of a Policy will be effective on the monthly date that
coincides  with or next  follows  the date the  Company  approves  the  request,
subject  to a payment  by the  policyowner  in an  amount  not less than the new
minimum  monthly  premium for the Policy after any such increase in face amount.
The new minimum  monthly  premium will take into account the Policy's  surrender
value. There are no charges assessed in connection with adjustments of a Policy,
although an increase in face amount will result in surrender charges  applicable
to the increase.

Policy Values

     The Policy provides for accumulated  value. The Policy's  accumulated value
will  reflect  the amount and  frequency  of premium  payments,  the  investment
experience of the chosen Division or Divisions, surrenders of accumulated value,
Policy loans and loan interest,  interest earned on amounts in the loan account,
transaction charges, and other charges and deductions imposed in connection with
the  Policy  and the  Separate  Account.  A  Policy  has no  minimum  guaranteed
accumulated  value. A Policy's  "surrender  value" is its accumulated value less
the amount of the surrender  charge, if any. A Policy's "net surrender value" is
its surrender value less Policy loans and loan interest. The net surrender value
of a Policy is the amount available to a policyowner upon total surrender.

     An  investment  account is  established  for each  Division of the Separate
Account, representing the interest of the Policy for such Division. When amounts
are allocated or transferred to a Division, units are credited to the applicable
investment  account.  When amounts are deducted or transferred  from a Division,
units of the applicable  investment  account are cancelled.  The number of units
credited or cancelled is equal to the dollar amount of the  transaction  divided
by the unit value of the Division for the valuation  period when the transaction
occurs.

     The unit value of a Division is determined on each valuation date. The unit
value of each  Division was  established  at $10.00 at the time the Division was
formed.  Thereafter,  the unit  value of a  Division  on any  valuation  date is
calculated by multiplying  the unit value on the previous  valuation date by the
net  investment  factor for the current  valuation  period.  The net  investment
factor of a Division  measures the  investment  performance  of the Division and
determines changes in unit value from one valuation period to the next valuation
period.  The investment  account value for each Division of the Separate Account
is equal to the number of units in that  investment  account  multiplied by that
Division's unit value. A Policy's accumulated value is equal to the total of the
Policy's investment account values and any amounts in the Policy's loan account.

Transfers

     Transfers  of  accumulated  value  between  Divisions  may  be  made  by  a
policyowner  four times per policy year without  charge.  All transfers with the
same  effective  date  count as one  transfer.  Transfers  in excess of four per
policy year are subject to a transaction charge of $25. The Company has reserved
the right to revoke or modify transfer privileges and charges.

Policy Loans

     A policyowner may borrow against the accumulated value of the Policy at any
time the Policy has loan  value.  A Policy's  loan  value,  which is the maximum
amount that may be borrowed,  is (1) minus (2) where: (1) is 90% of the Policy's
surrender  value  and  (2) is any  outstanding  policy  loans  and  unpaid  loan
interest. A Policy's loan value is determined as of the loan date. The loan date
is the date a written request for a policy loan is processed by the Company. Any
loan must be in at least the minimum amount of $500. At the time the policy loan
is made, a portion of the Policy's accumulated value equal to the loan amount is
transferred  from the Separate  Account to the loan account  maintained  for the
Policy in the Company's general account.  Loan interest is payable at the end of
each policy  year.  All policy  loans and loan  interest  will be deducted  from
proceeds payable at the insured's death, upon maturity, or upon total surrender.

     A policyowner may choose how much of the loan amount is withdrawn from each
of the  Divisions.  If no choice is made,  the amount will be withdrawn from the
Divisions in the same proportion as the most recent monthly deduction.

     Accumulated  value  held in the loan  account  earns  interest  daily at an
effective  annual rate of six percent.  Interest earned on the loaned portion of
the accumulated value is allocated on the Policy anniversary to the Divisions in
the  proportion  currently  designated  by a policyowner  for the  allocation of
premium payments.

     Interest is charged on policy  loans at an  effective  annual rate of eight
percent during any period the loan is outstanding.  Interest  accrues on a daily
basis from the date of the loan and is compounded annually.  If loan interest is
not paid when due, it becomes loan principal. An amount equal to the unpaid loan
interest  will be  transferred  from the  Divisions  to the loan  account in the
proportion  directed  by  the  policyowner.  If no  direction  is  made  by  the
policyowner,  the  amount  will be  withdrawn  from  the  Divisions  in the same
proportion as the most recent monthly deduction.

     A Policy loan and unpaid loan interest may be repaid in whole or in part at
any time while the Policy is in force.  The  minimum  loan  repayment  amount is
$30.00 or the outstanding  loan amount,  if less. When a loan repayment is made,
accumulated  value in the loan  account  equal  to the  loan  repayment  will be
allocated  among the  Divisions  in the  proportion  currently  designated  by a
policyowner for allocation of premium payments.

Surrender, Termination and Reinstatement

     A policyowner may elect to make a total surrender of the Policy and receive
its net  surrender  value  determined  as of the date the Company  receives  the
policyowner's  written  request.  A  surrender  charge  is  imposed  upon  total
surrender  of a Policy at any time  within the first ten years  after the policy
date.  The  surrender  charge  will be waived if the  Policy is  surrendered  in
connection  with an exchange offer for another policy issued by the Company.  In
addition,  any  increase in face amount is subject to a surrender  charge at any
time  within ten years after the  effective  date of the  adjustment.  After the
first  policy  year,  the  policyowner  may request a partial  surrender  of the
accumulated  value of the Policy,  but no more than two times per policy year. A
partial  surrender  must be in at least the  minimum  amount of $500 and  cannot
exceed 50% of the Policy's net surrender value at the time partial  surrender is
requested.  A  transaction  charge of the  lesser of $25 or two  percent  of the
amount of the  partial  surrender  is imposed  on each  partial  surrender.  The
Policy's  accumulated  value is reduced by the amount of any  partial  surrender
plus the transaction  charge.  If the Option 1 death benefit is in effect at the
time of a partial  surrender,  then the Policy's  face amount is also reduced by
the amount of the partial surrender plus the transaction charge.

     Failure to make a planned periodic  premium or additional  premium payments
may cause termination of a Policy. A notice of impending termination of a policy
will be sent if:

     1.  The net  surrender  value of a Policy on any monthly  date is less than
         the  monthly   deduction  and  the  death  benefit   guarantee  premium
         requirement has not been satisfied; or

     2.  During the 12 months following the policy date, the sum of the premiums
         paid is less than the Minimum Required Premium on a monthly date.

     The Minimum  Required  Premium on a monthly  date is equal to (1) times (2)
where:

     1.  Is the minimum monthly premium shown on the data page; and

     2. Is one plus the number of complete months since the policy date.

     The  notice of  impending  termination  will show the 61-day  grace  period
during  which the  Company  will accept  payment  required to keep the Policy in
force. If a grace period begins because the net surrender value is less than the
current  monthly  deduction,  the  minimum  payment is three  times the  monthly
deduction which was due and unpaid.  If a grace period begins because the sum of
the premiums paid is less than the Minimum Required Premium, the minimum payment
is the past due Minimum Required Premium, which is:

     1.  The Minimum Required Premium due on the next following monthly date;

          LESS

     2. The sum of the premiums paid since the policy date.

     If the grace  period ends before the Company  receives the past due Minimum
Required Premium, the Company will pay to the policyowner any remaining value in
the Policy, which would be the excess of (1) over (2) where:

     1. Is the net surrender value on the monthly date at the start of the grace
        period; and

     2. Is the two monthly deductions applicable during the grace period.

     In the event the  61-day  grace  period  expires  without a payment  by the
policyowner at least equal to the minimum payment, the Policy will terminate.

     Once a  Policy  has  terminated  as a result  of  insufficient  value,  the
policyowner  may make a written  request  to  reinstate  the  Policy at any time
within  three  years  after the date of  termination,  so long as the insured is
alive  and it is prior to the  Policy's  maturity  date.  Satisfactory  proof of
insurability  and payment of a reinstatement  premium of at least the greater of
(1) an amount that, after deduction of premium expense charges, is sufficient to
allow at least three  monthly  deductions  or (2) the past due Minimum  Required
Premium are required for  reinstatement.  Repayment or  reinstatement  of policy
loans and loan interest which remained unpaid on the date the Policy  terminated
is also required.

Policy "Free Look"

     A policyowner has the limited right to return a Policy for cancellation and
receive a refund of all premiums paid  (Accumulated  Value for policies  applied
for in the  state of  California  by  Policyowners).  The  Written  Request  for
cancellation,  along with return of the Policy,  must be made within 10 days (30
days if the Policy is applied for in the state of  California  by a  policyowner
age 60 or over) after the Policy is received by the policyowner,  within 10 days
(30  days  if the  Policy  is  applied  for  in the  state  of  California  by a
policyowner  age 60 or over) after  written  notice of this right is provided to
the  policyowner,  or within 45 days after the policyowner  completes the Policy
application,  whichever  is  later.  For  Policies  applied  for in the state of
California, the amount refunded is equal to (1) plus (2) plus (3) where:

     1. Is  the  Policy   Value  as  of  the  date  the  Company   receives  the
        policyowner's Written Request for cancellation; and

     2. Is the Premium Expense Charge(s) deducted from gross premiums; and

     3. Is the Monthly Policy Charge(s) deducted from the Policy Value.

Distribution of the Policy

     The  Company may offer the Policy in states and  jurisdictions  where it is
licensed  to sell this type of  insurance  product.  The Policy  will be sold by
agents and brokers who represent the Company and are registered  representatives
of Princor  Financial  Services  Corporation,  the principal  underwriter of the
Policies,  or registered  representatives of other  broker-dealers which Princor
Financial Services Corporation selects and the Company approves.

Tax Consequences of the Policy

     The Policies will be treated as life insurance  contracts under  provisions
of the Internal  Revenue Code so long as certain  definitional  tests of Section
7702 of the Internal  Revenue Code are met and so long as the investments of the
Separate Account meet the diversification  requirements of Section 817(h) of the
Internal  Revenue  Code.  The  Company  has  designed  the  Policy to meet these
criteria. Thus, the death benefit under a Policy should be fully excludable from
the gross income of the beneficiary.  In addition, the policyowner should not be
taxed on any part of the  accumulated  value,  unless in the first 15 years of a
Policy a cash distribution is made as a result of a change in the benefits under
(or in other  terms of) the  Policy,  such as a partial  or total  surrender  of
accumulated  value  which  causes  a  reduction  in  the  face  amount.  Such  a
distribution  will be taxable to the extent of income in the Policy,  as limited
by the applicable  recapture ceiling as set out in Section  7702(f)(7)(C) or (D)
of the Internal  Revenue  Code.  Also,  partial  surrender may result in taxable
income to the policyowner to the extent distributions (or deemed  distributions)
exceed total investments  (generally premiums paid) in the Policy to the date of
surrender.  If, however,  the Policy is considered a modified endowment contract
under the terms of the  Technical  and  Miscellaneous  Revenue Act of 1988,  all
distributions  under the Policy would be taxed on an "income first" basis.  Most
distributions received by a policyowner directly or indirectly (including policy
loans, total or partial surrenders or the assignment or pledge of any portion of
the accumulated  value of the Policy) would be includable in gross income to the
extent  that the  accumulated  value of the  Policy  exceeds  the  policyowner's
investment  in the  contract.  (See "Tax Status of the Company and the  Separate
Account.")  Policyowners  are  advised  to consult  with their own tax  advisors
regarding tax treatment of the Policies.

DESCRIPTION OF PRINCIPAL MUTUAL LIFE INSURANCE COMPANY (The "Company")

     Principal Mutual Life Insurance  Company is a mutual life insurance company
with its home office at The Principal  Financial Group, Des Moines,  Iowa 50392,
telephone number 515-247-5111.  It was originally incorporated under the laws of
the  State of Iowa in 1879 as  Bankers  Life  Association,  changed  its name to
Bankers  Life  Company in 1911 and  changed  its name to  Principal  Mutual Life
Insurance  Company in 1986. It is a member of The Principal  Financial  Group, a
diversified family of insurance and financial services corporations.
   
     The Board of Directors of the Company has approved a Plan of Reorganization
(the "Plan") pursuant to which the Company will adopt a mutual insurance holding
company structure.  The Plan was approved by the owners of annuity contracts and
life  insurance  policies  issued by the Company and has been  submitted  to the
Commissioner  of  Insurance of the State of Iowa (the "Iowa  Commissioner")  for
approval.

     Under the Plan, the Company will form a mutual  insurance  holding  company
named  "Principal  Mutual  Holding  Company"  and will  convert  to a stock life
insurance company. As part of such conversion,  the Company will change its name
to "Principal  Life Insurance  Company"  ("Principal  Life").  Principal  Mutual
Holding  Company will be the ultimate  parent company in the family of companies
known as the Principal Financial Group(R).

     Because  the  Company  currently  is  a  mutual  life  insurance   company,
policyowners have, in addition to contract rights related to the Policy, certain
membership interests in the Company, consisting principally of the right to vote
on the election of  directors of the Company and on other  matters and the right
to  receive   distributions  of  the  Company's   surplus  upon  liquidation  or
dissolution  of the Company.  The Plan will preserve but separate these contract
rights and  membership  interests.  Contract  rights will remain with  Principal
Life, and  policyowners  on the date the Plan becomes  effective (the "Effective
Date") will automatically become members of Principal Mutual Holding Company and
such  policyowner's  membership  interests in the Company will be  extinguished.
Under the terms of the Plan,  the  membership  interests of members of Principal
Mutual  Holding  Company  will consist  principally  of the right to vote on the
election of directors of Principal  Mutual Holding  Company and on other matters
and to receive  distributions of Principal Mutual Holding  Company's assets upon
liquidation  or  dissolution  of Principal  Mutual  Holding  Company.  Owners of
Policies   issued  by  Principal   Life  after  the  Effective  Date  also  will
automatically  become members of Principal Mutual Holding Company. The Plan will
not, in any way,  increase premium  payments or reduce Policy benefits,  values,
guarantees or other Policy obligations owed to policyowners.

     The Company  believes  that adoption of the Plan will result in a corporate
structure that, among other things, will provide the Company with flexibility in
raising capital  through  various means that are not currently  available to it,
including stock offerings. Any initial offering of voting stock to third parties
will be subject to the approval of the Iowa Commissioner.  Although there are no
current plans to offer voting stock, in the event voting stock was sold to third
parties,  it is possible that the interests of such third party shareholders and
policyowners  could diverge on certain issues.  The Company,  however,  believes
that  such   shareholders  and  policyowners   will  generally  have  a  greater
commonality  of interests  than the  potential for conflict and will endeavor to
minimize the  occurrence  of such  conflicts and to operate the companies in the
best interests of all constituencies.

     The  Effective  Date  is  scheduled  to be  July  1,  1998,  but  the  Iowa
Commissioner  must first  approve the Plan.  In addition,  insurance  regulatory
authorities  in each state must issue an amendment to the Company's  Certificate
of Authority (to reflect the name change from  Principal  Mutual Life  Insurance
Company to Principal  Life  Insurance  Company) and must approve the forms which
support the Policy.  Should the Effective  Date be other than July 1, 1998 or if
states other than Iowa have not completed  action by that date, the Company will
notify  existing  policyowners  and  others by  supplementing  this  prospectus.
Policies issued on or after the Effective Date will be issued by Principal Life,
will not be  participating  and  will  not be  eligible  to  participate  in any
distribution of divisible surplus (see "Surplus  Distribution at Sole Discretion
of the Company").  As a policyowner of a Policy issued after the Effective Date,
you will be a member of Principal Mutual Holding Company as described above.

     Principal Mutual Life Insurance Company is authorized to do business in the
50 states of the United States,  the District of Columbia,  the  Commonwealth of
Puerto Rico, and the Canadian Provinces of Alberta, British Columbia,  Manitoba,
Ontario and Quebec. The Company offers a full range of products and services for
businesses, groups and individuals including individual insurance, pension plans
and group/employee  benefits. The Company has ranked in the upper one percent of
life  insurers  in assets  and  premium  income  and has  consistently  received
excellent  ratings from the major rating firms based upon the  Company's  claims
paying ability.  The Company has $_______ billion in assets under management and
serves more than _________ million individuals and their families.
    

PRINCIPAL MUTUAL LIFE INSURANCE COMPANY VARIABLE LIFE SEPARATE ACCOUNT

     The Separate  Account was  established  on November 2, 1987,  pursuant to a
resolution of the Executive  Committee of the Board of Directors of the Company.
Under Iowa  insurance  law and  regulation  the  income,  gains or losses of the
Separate  Account are credited to or charged  against the assets of the Separate
Account without regard to the other income,  gains or losses of the Company. The
assets of the Separate  Account,  equal to the  reserves  and other  liabilities
arising under the Policies,  are not chargeable with liabilities  arising out of
any other business conducted by the Company. In addition,  all income,  gains or
losses,  whether or not realized,  and expenses with respect to a Division shall
be credited to or charged against such Division without regard to income,  gains
or losses, or expenses of any other Division. The assets of the Separate Account
are held with relation to the Policies described in this Prospectus.  The assets
of the Separate Account may also, in the future,  be derived from other flexible
premium and scheduled premium variable life insurance contracts.  Also, although
the assets maintained in the Separate Account  attributable to the Policies will
not be charged with any liabilities  arising out of any other business conducted
by the Company,  the reverse is not true.  Hence, all obligations  arising under
Policies,  including the promise to make benefit payments, are general corporate
obligations  of  the  Company.  The  Separate  Account  is  organized  as a unit
investment trust under the Investment Company Act of 1940.

     The Company is taxed as a life  insurance  company under the Tax Reform Act
of 1984,  as amended.  The  operations  of the Separate  Account are part of the
total operations of the Company,  but are treated  separately for accounting and
financial  statement  purposes and are  considered  separately  in computing the
Company's tax liability.

     The Separate  Account is not  affected by federal  income taxes paid by the
Company with respect to its other  operations and, under existing federal income
tax law,  investment  income and  capital  gains  attributable  to the  Separate
Account are not taxed.  The Company  reserves  the right to charge the  Separate
Account  with,  and create a reserve  for, any tax  liability  which the Company
determines may result from maintenance of the Separate  Account.  To the best of
the Company's knowledge there is no current prospect of such liability.

   
     A  policyowner  directs  the  Company to allocate  premium  payments,  less
premium expense charges,  among the Divisions which invest exclusively in shares
of corresponding  Accounts ("Account" or "Accounts") of the Fund. These Accounts
also offer  their  shares to separate  accounts of the Company to fund  variable
annuity contracts. See "Eligible Purchases and Purchase of Shares" in the Fund's
Prospectus  for a  discussion  of the  potential  risks  associated  with "mixed
funding." The Balanced  Division invests only in shares of the Balanced Account,
the Bond Division invests only in shares of the Bond Account,  the Capital Value
Division  invests only in shares of the Capital Value  Division,  the High Yield
Division  invests only in the High Yield Account,  the MidCap  Division  invests
only in the MidCap  Account and the Money  Market  Division  invests only in the
Money Market Account.

     Balanced Account -- The investment  objective of the Balanced Account is to
generate a total return  consisting of current  income and capital  appreciation
while assuming reasonable risks in furtherance of the investment objective.  The
term  "reasonable  risks" refers to investment  decisions that in the investment
advisor's judgment do not present a greater than normal risk of loss in light of
current or anticipated future market and economic  conditions,  trends in yields
and interest rates, and fiscal and monetary policies.  In seeking to achieve the
investment   objective,   this   Account   invests   primarily   in  growth  and
income-oriented  common stocks  (including  securities  convertible  into common
stocks), corporate bonds and debentures and short-term money market instruments.
This  Account may also invest in other  equity  securities  and debt  securities
issued or  guaranteed  by the  United  States  government  and its  agencies  or
instrumentalities.  This Account seeks to generate real (inflation  plus) growth
during  favorable  investment  periods  and may  emphasize  income  and  capital
preservation   strategies  during  uncertain   investment   periods.   Principal
Management Corporation (the "Manager") will seek to minimize declines in the net
asset value per share.  However,  there is no guarantee that the Manager will be
successful in achieving  this goal.  The portions of the Account's  total assets
invested in equity  securities,  debt  securities  and  short-term  money market
instruments  are not  fixed,  although  ordinarily  40% to 70% of the  Account's
portfolio  will be  invested  in  equity  securities  with  the  balance  of the
portfolio invested in debt securities. The investment mix will vary from time to
time  depending  upon the  judgment  of the  Manager  as to  general  market and
economic conditions,  trends in investment yields and interest rates and changes
in fiscal or monetary policies.
    

     Bond Account -- The investment  objective of the Bond Account is to provide
as high a level of income as is  consistent  with  preservation  of capital  and
prudent  investment risk. In seeking to achieve the investment  objective,  this
Account will  predominantly  invest in marketable  fixed-income debt securities.
Investments  will be made generally on a long-term  basis,  but this Account may
make  short-term  investments  from  time  to  time  as  deemed  prudent  by the
investment advisor.  Longer maturities  typically provide better yields but will
subject  this Account to a greater  possibility  of  substantial  changes in the
values of its portfolio securities as interest rates change. The market price of
fixed-income  securities  such as those purchased by this Account is affected by
changes in interest rates generally. As interest rates rise, the market value of
fixed-income  securities will fall,  adversely  affecting the net asset value of
this  Account.  The value of  fixed-income  securities  may also be  affected by
changes in the credit rating or financial condition of the issuer.

     Capital  Value  Account -- The  principal  objective  of the Capital  Value
Account  is  long-term  capital  appreciation  and  growth of future  investment
income. The assets of this Account consist  principally of a portfolio of common
stocks.  The value of the investments held by this Account  fluctuates daily and
is subject to the risks of  changing  economic  conditions  as well as the risks
inherent in the ability of this  Account's  management to anticipate  changes in
such investments necessary to meet changes in economic conditions. Historically,
the value of a diversified portfolio of common stocks such as invested in by the
Capital Value Account,  held for an extended  period of time, has tended to rise
during periods of inflation. There has, however, been no exact correlation,  and
for some periods the values of such common stocks have  declined  while the cost
of living was rising.

     High  Yield  Account  -- The  primary  investment  objective  of High Yield
Account is high current  income.  Capital  growth is a secondary  objective when
consistent  with the  objective of high  current  income.  This Account  invests
primarily  in  high  yielding  (high  risk),  lower  or  non-rated  fixed-income
securities,  commonly known as junk bonds,  constituting a diversified portfolio
which the investment  advisor  believes does not involve undue risk to income or
principal.  The  market  value of this  Account's  investments  will  change  in
response to changes in interest rates and other  factors.  Changes by recognized
rating agencies in their ratings of any fixed-income security and in the ability
of an issuer to make  payments of  interest  and  principal  may also affect the
value  of  these  investments.   The  Fund's  prospectus   provides  a  thorough
description of the risks  associated with junk bonds which should be read before
allocating premium contributions to the High Yield Division.

     MidCap Account -- The objective of the MidCap Account is to achieve capital
appreciation  by  investing  primarily  in  the  common  stocks  and  securities
convertible into common stocks of emerging and other  growth-oriented  companies
that,  in the judgment of the  investment  advisor,  are  responsive  to changes
within  the  marketplace  and have the  fundamental  characteristics  to support
growth.  This Account will seek to be relatively  fully invested at all times in
equity  securities.  From time to time, this Account may, for defensive purposes
and  without  limit  as to the  proportion  of  assets  invested,  hold  varying
proportions  of  cash,  United  States  government  securities,   nonconvertible
securities and straight debt securities.

     Money  Market  Account  -- The  Money  Market  Account  has  an  investment
objective  of  obtaining   maximum  current  income  available  from  short-term
securities   consistent  with  preservation  of  principal  and  maintenance  of
liquidity  by  investing  all of its  assets  in a  portfolio  of  money  market
instruments.   This  Account   invests  in  United  States  dollar   denominated
instruments  having a maturity of 397 days or less that the  Account's  Manager,
subject to the  oversight of the Fund's board of directors,  determines  present
minimal  credit  risks  and  which  at the  time of  acquisition  are  "Eligible
Securities" as that term is defined in  regulations  issued under the Investment
Company Act of 1940.  See the Fund's  prospectus  for details.  The value of the
investments held by this Account may fluctuate, although the net asset value per
share is normally  expected to remain at $1.  However,  its yield will vary with
changes in short-term interest rates. Over the last two decades there has been a
general  correlation  between short-term  interest rates and the cost of living,
but there has been no exact  correlation  and for some  periods  such rates have
declined while the cost of living was rising.

     Policyowners make their own decisions on the allocations to and between the
Divisions,  based upon their unique  circumstances  and  perceptions of economic
conditions.  Additional information  concerning these Accounts,  including their
investment policies and restrictions,  investment  management fees and expenses,
is given in the prospectus which accompany this Prospectus. It should be read in
conjunction with this Prospectus.

     The  investment  advisor  to  the  mutual  funds  is  Principal  Management
Corporation  which is a wholly-owned  subsidiary of Princor  Financial  Services
Corporation,  which is a wholly-owned  subsidiary of Principal  Financial Group,
Inc., which is a wholly-owned  subsidiary of the Company. The current investment
management  fee at an annual  rate of .50% of the  first  $100  million  of each
fund's  average  daily  net  assets  and .45% of the next $100  million  of each
Account's  daily  average net assets is charged  monthly  against Bond  Account,
Capital  Value  Account  and  Money  Market  Account.   The  current  investment
management  fee at an annual  rate of .60% of the  average  daily net  assets is
charged monthly  against  Balanced  Account and High Yield Account.  The current
investment management fee at an annual rate of .65% of the first $100 million of
the fund's  average  daily net  assets and .60% of the next $100  million of the
fund's average daily net assets is charged monthly against MidCap Account.

PREMIUMS

Purchase Procedures

     To apply for a Policy,  a completed  application,  including  any  required
supplements,  must be  submitted  to the  Company  through  the  agent or broker
selling the Policy.  If interim  coverage is desired,  a payment in at least the
required  minimum  initial  premium  amount must be submitted with the completed
application.  The  required  minimum  initial  premium  amount  for  any  Policy
(including a Policy issued on an application  submitted  without an accompanying
payment) is three times the minimum  monthly  premium shown on the Policy's data
pages.  The minimum  monthly  premium is the amount that, if paid, will keep the
Policy in force for one month,  taking into account the Policy's current monthly
deduction and surrender  charges.  The Company will not issue policies to insure
persons over age 75. Applicants for insurance must furnish satisfactory evidence
of insurability.  Acceptance is subject to the Company's insurance  underwriting
guidelines and suitability rules and procedures.  The Company reserves the right
to reject any application or related premium if in the view of the Company,  the
Company's insurance  underwriting  guidelines and suitability and procedures are
not  satisfied.  The minimum  face amount for a Policy at issue is $25,000.  The
Company  reserves  the right to revise  its rules  from time to time to  specify
either a higher or a lower minimum face amount.

     If a payment in at least the required  minimum  initial  premium  amount is
submitted with the completed application, then a conditional receipt is given to
the  applicant,  reflecting  receipt of the initial  payment and  outlining  any
interim  coverage in effect until the Company either issues or declines to issue
a Policy.  Subject to variations by state based on differing state requirements,
the terms of the conditional receipt are described in this paragraph.  If all of
the  conditions  precedent  set forth in the  conditional  receipt are fulfilled
exactly,  interim coverage under the conditional receipt will take effect on the
date upon which all initial  application  requirements have been completed.  The
initial application  requirements  consist of full completion and signing of the
application  and all  necessary  supplements,  and any  medical  exams and tests
required by the Company's  published  rules.  The amount of the interim coverage
is: the lesser of $1,000,000 or the amount applied for, if the proposed  insured
is insurable on a standard or more favorable  basis;  or, the lesser of $100,000
or the amount applied for, if the proposed  insured is insurable only on a basis
less favorable than standard.  Interim  coverage  provided under the conditional
receipt ends on the earliest of: (1) 75 days after the date  coverage  commenced
under the conditional receipt, (2) the date the Company mails the proposed owner
a premium  refund and notice that the Company will not consider the  application
on a prepaid basis,  (3) the date the Company mails the proposed owner a premium
refund and a notice that no Policy will be issued on the application, or (4) the
date a Policy is presented to the proposed owner (whether or not accepted by the
proposed owner).

     Pending  receipt  of  approval  by  New  York  of the  conditional  receipt
described  above,  a different  conditional  receipt will continue to be used in
that state.  Under the conditional  receipt in use in New York, interim coverage
starts  on the later  of:  (1) the date of  completion  of the  application  and
supplements  thereto or (2) the date any required  medical exam or other medical
tests are  completed.  However,  if all the  conditions  of the  receipt are met
except any  required  medical  exam or test,  insurance  is  provided  under the
conditional  receipt not to exceed the  maximum  amount  available  based on the
Company's underwriting rules without the medical exam or test. The amount of the
interim  coverage is: the lesser of $1,000,000 or the amount applied for, if the
proposed  insured is insurable  at the  Company's  Standard  rate or at the rate
applied  for or at a better  rate;  or,  the  lesser of  $100,000  or the amount
applied for, if the proposed  insured is insurable only at a higher premium rate
than the  Company's  standard  premium  rate and the premium  rate  applied for.
Interim coverage provided under the conditional  receipt ends on the earlier of:
(1) five days  after a  nonacceptance  notice is  mailed by the  Company  to the
applicant,  (2) the day  before  the  policy  date when the  Policy is issued as
applied for, (3) the date a Policy issued other than as applied for is presented
to the  applicant  for  acceptance,  or (4) 75  days  after  the  date  coverage
commenced under the conditional receipt.

     Another  conditional  receipt is used in the state of Kansas.  It  provides
that  interim  coverage  starts  on the date on which  all  initial  application
requirements  are  completed.  The amount of interim  coverage  is the lesser of
$1,000,000 or the amount applied for, if the proposed  insured is insurable on a
standard  or more  favorable  basis;  or, the lesser of  $100,000  or the amount
applied for, if the proposed insured is insurable only on a basis less favorable
than standard.  Interim coverage provided under the conditional  receipt ends on
the  earliest of: (1) the date the Company  mails the  proposed  owner a premium
refund and notice  that the  Company  will not  consider  the  application  on a
prepaid  basis,  (2) the date the  Company  mails the  proposed  owner a premium
refund and notice that no policy will be issued on the  application,  or (3) the
date a policy is presented to the proposed owner (whether or not accepted by the
proposed owner).

     If the Company  determines  to issue a Policy and has received the required
minimum initial premium, the Policy will be given a policy date. The policy date
is the date by which both the  application and a premium payment in an amount at
least equal to the  required  minimum  initial  premium for the Policy have been
received in the home office of the Company.  The Company does not date  Policies
on the 29th,  30th or 31st day of any month of the year.  Policies  which  would
otherwise  be dated on these days except for this rule will be dated on the 28th
day of the month. The policy date is shown on the Policy's data pages.

Payment Of Premiums

     Premiums must be paid to the Company at its home office.  There is no fixed
schedule of premium  payments on a Policy,  either as to the amount or timing of
the  payments,  although a minimum  premium is required  during the first twelve
policy months (the "Minimum  Required  Premium").  A policyowner  may determine,
within specified  limits,  the planned periodic premium schedule for the Policy.
These limits will be set forth by the Company and will include a minimum initial
premium  payment.  Planned  periodic  premium  schedules may provide for annual,
semi-annual,   quarterly  or  monthly  withdrawal  payments.  A  "pre-authorized
withdrawal" allows the Company to deduct premiums,  on a monthly basis, from the
policyowner's  checking or other financial  institution account. The policyowner
is not required to pay planned  periodic  premiums.  Failure to make any premium
payment will not necessarily result in termination of a Policy provided that (1)
any Minimum Required Premium is paid and the Policy's net surrender value equals
or exceeds the monthly  deduction  on the current  monthly date or (2) the death
benefit  guarantee  rider  is  in  effect.  Likewise,  payment  of  premiums  in
accordance with the planned  periodic  premium  schedule does not guarantee that
the Policy  will stay in force if the  Policy's  net  surrender  value is not at
least equal to the current  monthly  deduction on the monthly date,  unless such
premiums meet the death benefit guarantee premium requirement.

   
     The Company will send premium  reminder  notices in accordance with planned
periodic  premium  schedules.  Premium  payments may also be made by unscheduled
premium  payment made to the Company at its home office or by payroll  deduction
where allowed by law and approved by the Company. During the year ended December
31, 1997 the Company received premium payments totaling $___________.
    

Premium Limitations

     In no event can the total of all premiums  paid exceed the current  maximum
premium limitations  required by the Internal Revenue Code in order to qualify a
Policy as a life  insurance  contract.  The premium  limitations  are imposed in
order to assure  favorable  federal  income tax  treatment of the Policy and its
death  benefit.  If at any time a premium  is paid which  would  result in total
premiums exceeding the current maximum premium limitation, the Company will only
accept that  portion of the  premium  which will make total  premiums  equal the
maximum.  Any part of the premium in excess of that amount will be returned  and
no further  premiums  will be  accepted  until  allowed by the  maximum  premium
limitations  specified in the Internal  Revenue Code. No premium  payment may be
less than $30,  except the minimum monthly premium for Policies issued to insure
persons  ages 0 to 14 may be no less than $15.  Premium  payments  less than the
minimum amount will be returned to the policyowner.

     It is possible a premium payment could increase a Policy's death benefit by
more than it increases the Policy's  accumulated  value because of the manner in
which the Policy's death benefit is calculated.  In order to qualify a Policy as
a life  insurance  contract under  provisions of the Internal  Revenue Code, the
death  benefit  must  be at  least  equal  to an  applicable  percentage  of the
accumulated  value. This percentage starts at 250% for insureds age 40 and under
and grades down to 100% for insureds age 95. For example, a hypothetical  Policy
insuring  the life of a 35-year old with an  accumulated  value of $20,000  must
have a death  benefit  in at least the amount of  $50,000  ($20,000 x 250%,  the
applicable  percentage).  Suppose a premium is paid that, after deduction of the
premium expense charge,  increases this hypothetical  Policy's accumulated value
by $1,000.  The Internal  Revenue Code test  requires that the death benefit for
the  hypothetical  Policy be at least $52,500  ($21,000 x 250%).  Hence,  if the
death  benefit  before  the  premium  were  $50,000,   the  $1,000  increase  in
accumulated  value would produce a $2,500  increase in the death benefit of this
hypothetical  Policy.  In such a situation where a premium  payment  increases a
Policy's death benefit by more than it increases the Policy's accumulated value,
the  Company  reserves  the right to refund the  premium  payment.  Evidence  of
insurability  under the Company's current  underwriting rules then in effect may
be required before acceptance of any such premium.

Allocation Of Premiums

     The initial premium payment,  less the premium expense charge, is allocated
to the Money Market Division of the Separate  Account on the later of the policy
date or the end of the  valuation  period  during  which  the first  premium  is
received.  Any  additional  premiums  received at the home office of the Company
during the first 45 days from the policy  date,  less premium  expense  charges,
will be allocated to the Money Market Division.  On the 46th day from the policy
date,  accumulated  value held in the Money  Market  Division  is  automatically
transferred  to the  Divisions of the Separate  Account in  accordance  with the
policyowner's direction for allocation of premium payments.

     Premium  payments  received  after  expiration of the initial 45-day period
described  above  are  allocated  among the  Divisions  in  accordance  with the
directions in the application for the Policy. For each Division,  the allocation
percentage  must be zero or a whole  number  not less than  ten.  The sum of the
percentages for all the Divisions must equal 100. The policyowner may change the
allocation of future premium payments among the Divisions without payment of any
fee or  penalty,  at any time,  by written  request to the  Company.  Allocation
percentages must be approved by the Company.  New allocation  percentages,  once
approved by the Company,  will be  effective as of the date written  request was
received at the home office of the Company.

Policy "Free Look"

     The policyowner  has a limited right to return the Policy for  cancellation
and  receive a refund  in an amount  equal to the  premiums  paid (For  policies
applied for in the state of California, the amount refunded is determined as set
forth  below).  The request to cancel a Policy  must be in writing.  The Written
Request and the Policy must be personally  delivered or mailed (as determined by
its  postmark)  to the home  office of the Company or to the agent or broker who
sold the Policy before the later of:

     o 10 days (30 days for Policies  applied for in the state of  California by
policyowners age 60 or over) after the Policy is received by the policyowner;

     o 10 days (30 days for Policies  applied for in the state of  California by
policyowners  age 60 or over) after a written  notice is delivered or mailed (as
determined  by  its  postmark)  to  the   policyowner   which  tells  about  the
cancellation right; or

     o 45 days after the policyowner completes the application.

     For Policies  applied for in the state of  California  by persons age 60 or
over, the amount refunded is equal to (1) plus (2) plus (3) where:

     1. Is the Policy Value as of the date the Company receives the
         policyowner's Written Request for cancellation; and

     2. Is the Premium Expense Charge(s) deducted from gross premiums; and

     3. Is the Monthly Policy Charge(s) deducted from the Policy Value.

     Any  increase in face amount  will carry its own free look  period.  If the
Company  does not approve a requested  face amount  increase or the  policyowner
cancels a request for face amount  increase  that has not yet become  effective,
the  Company  will refund to the  policyowner  any  payment  submitted  with the
proposed face amount increase. If on or after the effective date of the increase
the policyowner  exercises the limited right to cancel the face amount increase,
then the  Company  will  refund  to the  policyowner  only that  portion  of the
premiums paid with the  adjustment  application  and during the free look period
attributable  to the face amount  increase,  unless  directed  otherwise  by the
policyowner.  The portion of the premiums paid  attributable  to the face amount
increase is determined  by use of the ratio  guideline  annual  premiums for the
increase to  guideline  annual  premiums  for the Policy.  The Company will also
reverse  the amount of any  monthly  deduction  attributable  to the face amount
increase and return it to the Policy's accumulated value, unless the policyowner
and the Company agree on another method of refund.

     The  refunded  amount will  ordinarily  be  disbursed by the Company to the
policyowner  within seven days after the request for cancellation is received in
the Company's home office. (See "Postponement of Payments.")

Policy Termination

     An initial minimum premium payment is required to commence coverage under a
Policy. A minimum premium is required during the first twelve policy months (the
"Minimum Required Premium").  A notice of impending termination of a Policy will
be sent if,  during  the 12 months  following  the policy  date,  the sum of the
premiums paid is less than the Minimum Required Premium on a monthly date.
The Minimum Required Premium on a monthly date is equal to (1) times (2) where:

     1. Is the minimum monthly premium shown on the data page; and

     2. Is one plus the number of completed months since the policy date.

     Further, a notice of impending  termination of a Policy will be sent if the
net surrender value of the Policy is not at least equal to the monthly deduction
on the current monthly date, and the death benefit guarantee premium requirement
has not been satisfied. (See "Death Benefit Guarantee Rider.")

     The grace period begins when a notice of impending termination is mailed to
a  policyowner.  The notice will be sent to the last post office  address of the
policyowner  known to the Company.  It will show the minimum payment required to
keep the Policy in force.  The notice  will also show the 61-day  period  during
which the Company will accept the required payment.

     If the grace period  begins  because the sum of the  premiums  paid is less
than the Minimum Required  Premium,  the minimum payment is the past due Minimum
Required Premium, which is:

     1. The Minimum Required Premium due on the next following monthly date.

         LESS

     2. The sum of the premiums paid since the policy date.

     If the grace  period  ends  before  receipt by the  Company of the past due
Minimum Required Premium,  the Company will pay to the policyowner any remaining
value in the Policy which would be the excess of (1) over (2) where:

     1. Is the net surrender value on the monthly date at the start of the grace
        period; and

     2. Is the two monthly deductions applicable during the grace period.

     The  refunded  amount will  ordinarily  be  disbursed by the Company to the
policyowner  within seven days after the request for cancellation is received in
the Company's home office. (See "Postponement of Payments.")

     If the grace period begins because the net surrender value is less than the
current  monthly  deduction,  the  minimum  payment is three  times the  monthly
deduction  which was due and unpaid.  This payment is intended to reimburse  the
Company for the monthly  deductions  during the 61-day  grace period and provide
sufficient  accumulated value to pay the monthly deduction for the first monthly
date following the grace period.  There is no guarantee the amount  requested at
the  beginning of the grace period will be sufficient to actually meet the three
monthly  deductions  as they are  processed.  Should the Policy's net  surrender
value not at least equal the monthly deduction on any monthly date, a new 61-day
grace period will commence.

     The Policy  will  continue  in force  through a grace  period;  but, if the
required  payment is not received by the Company during the 61-day  period,  the
Policy will  terminate as of the monthly date on or  immediately  preceding  the
start of the grace period. If the insured dies during a grace period, the policy
proceeds  will be reduced by the amount of the monthly  deduction or  deductions
due and  unpaid at the  insured's  death,  as well as by loans and  unpaid  loan
interest.

     A Policy will also terminate if the policyowner  makes a total surrender of
the  Policy,  the death  proceeds  under  the  Policy  are paid or the  maturity
proceeds under the Policy are paid. When a Policy terminates for any reason, all
policy privileges and rights of the policyowner under the Policy end.

Reinstatement

     A policyowner may, however, reinstate a Policy which terminated as a result
of insufficient premium payment,  subject to certain conditions. A Policy may be
reinstated  only prior to the maturity date and while the insured is alive.  The
application  for  reinstatement  must be  personally  delivered or mailed to the
Company at its home office  within  three years of a Policy's  termination.  (In
some states,  the Company is required by law to provide a longer  period of time
within which a Policy may be  reinstated.)  Satisfactory  proof of  insurability
based upon the  Company's  underwriting  rules  then in effect and  payment of a
reinstatement  premium  of at least the  greater  of (1) an amount  that,  after
deduction of premium  expense  charges,  is  sufficient  to allow at least three
monthly  deductions or (2) the past due Minimum  Required  Premium are required.
Payment of monthly deductions for the period of termination is not required.  If
a policy  loan or loan  interest  was  unpaid  at the time of  termination,  the
Company  will  require  repayment  or  reinstatement  of the  loan  and any loan
interest before permitting  reinstatement of the Policy.  Loan interest will not
be charged  for the period the  Policy  was  terminated.  Reinstatement  will be
effective on the next  monthly  date  following  the  Company's  approval of the
reinstatement  application.  The  policy  date of the  Policy  will  remain  the
original  policy  date  and  will  not be  changed  at  reinstatement,  although
surrender charges for total surrender following reinstatement will resume at the
rate  charged  at the time of the  Policy's  termination,  as  adjusted  for the
payment of past due premiums,  if any. Upon  reinstatement of a Policy,  all the
rights and privileges of the owner are restored.

DEATH BENEFITS AND RIGHTS

Death Proceeds

     As long as a Policy remains in force,  the Company will,  upon proof of the
insured's  death,  pay  the  death  proceeds  under  the  Policy  to  the  named
beneficiary in accordance with the designated  death benefit  option.  The death
proceeds,  determined  as of the date of the  insured's  death,  are:  the death
benefit  described  below,  plus  the  proceeds  from any  benefit  rider on the
insured's  life,  less any loan and loan  interest on the  Policy,  and less any
overdue  monthly  deductions if the insured died during a grace  period.  All or
part of the death  proceeds may be paid in cash or applied  under one or more of
the benefit options available under the Policy. The Company pays interest on the
death  proceeds  from the date of death  until date of payment or until  applied
under a benefit  option.  Interest  on death  proceeds  is at a rate the Company
determines, but not less than required by state law.

Death Benefit

     The Policy provides two death benefit  options:  Option 1 and Option 2. The
policyowner designates the death benefit option in the application.  Both Option
1 and Option 2 provide  insurance  protection  combined with the opportunity for
increasing  accumulated  value.  Under  Option 1, the  amount  of death  benefit
remains level (until the accumulated value exceeds certain limits). Under Option
2, the total death benefit increases as the accumulated  value increases.  Thus,
Option 1 emphasizes  the growth of  accumulated  value while Option 2 emphasizes
the total available death benefit.

        Option 1

        The death benefit is the greater of the Policy's  current face amount or
        the Policy's  accumulated  value on the date of death  multiplied by the
        applicable percentage.

        Option 2

        The death  benefit is the greater of the  Policy's  current  face amount
        plus  its  accumulated  value  on the  date  of  death  or the  Policy's
        accumulated value on that date multiplied by the applicable percentage.

Applicable Percentage

     The Policy  provides that the death benefit is at least equal to the amount
of  insurance  proceeds  required by the  Internal  Revenue  Code to qualify the
Policy as a life insurance contract.  That death benefit amount is calculated by
multiplying the Policy's accumulated value by an applicable percentage set forth
in the  Internal  Revenue  Code  based  on the  insured's  age.  The  applicable
percentages are:

                        TABLE OF APPLICABLE PERCENTAGES*

                 (For ages not shown, the applicable percentages
            shall decrease by a pro rata portion for each full year.)
                  Insured's Attained Age                     %
                  ----------------------                    ---
                       40 and under                         250
                       45                                   215
                       50                                   185
                       55                                   150
                       60                                   130
                       65                                   120
                       70                                   115
                       75 through 90                        105
                       95                                   100

*The Company has reserved the right,  where  allowed by law, to change or delete
the  applicable  percentages  as required by amendments to the Internal  Revenue
Code.

     Illustration  of Option 1. Assume that the  insured's  attained  age at the
time of death is  between  20 and 40,  that  there are no  policy  loans or loan
interest unpaid at the time of death,  and that the face amount of the Policy is
$25,000.

     Under Option 1, because the death  benefit will be equal to or greater than
250% of the  accumulated  value  under this  illustrative  Policy,  any time the
accumulated  value of the Policy exceeds $10,000,  the death benefit will exceed
the Policy's  $25,000 face amount.  Each additional  dollar added to accumulated
value above  $10,000 will increase the death  benefit by $2.50.  Similarly,  any
time  accumulated  value exceeds  $10,000,  each dollar taken out of accumulated
value will reduce the death benefit by $2.50.  If, for example,  the accumulated
value is  reduced  from  $12,000 to  $10,000  because  of  charges  or  negative
investment  performance,  the death  benefit  will be  reduced  from  $30,000 to
$25,000.  If, however,  at any time in this illustration 250% of the accumulated
value is less than $25,000 and no partial  surrenders  have been made, the death
benefit  will equal  $25,000.  A partial  surrender  causes  the face  amount to
decrease by the amount of the partial surrender and the transaction charge.

     Illustration  of Option 2. Assume that the  insured's  attained  age at the
time of death is  between  20 and 40,  that  there are no  policy  loans or loan
interest unpaid at the time of death,  and that the face amount of the Policy is
$25,000.

     Under  Option 2, a Policy with an  accumulated  value of $5,000 will have a
death benefit of $30,000  ($25,000 + $5,000);  an  accumulated  value of $15,000
will yield a death  benefit of $40,000  ($25,000 + $15,000).  The death  benefit
under  this  illustrative  Policy,  however,  must be at least  equal to 250% of
accumulated  value  (accumulated  value plus 150% of  accumulated  value).  As a
result,  if the  accumulated  value of the  Policy  exceeds  $16,667,  the death
benefit  will be greater  than the face  amount  plus  accumulated  value.  Each
additional  dollar of  accumulated  value above  $16,667 will increase the death
benefit by $2.50.  A contract on a 40-year old insured  that has an  accumulated
value of $20,000  will  provide a death  benefit of  $50,000  (250% x  $20,000).
Similarly,  any time accumulated value exceeds $16,667, each dollar taken out of
accumulated  value  reduces the death  benefit by $2.50.  If, for  example,  the
accumulated  value is  reduced  from  $20,000  to  $17,000  because  of  partial
surrenders,  charges, or negative investment performance, the death benefit will
be  reduced  from  $50,000  to  $42,500.  If,  however,  at  any  time  in  this
illustration  250%  of  the  accumulated  value  were  less  than  $25,000  plus
accumulated value, the death benefit would be $25,000 plus the accumulated value
of the Policy.

     The Company  guarantees  that, so long as the Policy remains in force,  the
death  benefit  under  either death  benefit  option will never be less than the
current face amount of the Policy.  However,  the death proceeds  payable may be
less than the death benefit in the event of policy  loans,  unpaid loan interest
or overdue monthly deductions.

Change in Death Benefit Option

     A policyowner may make a written request to change the death benefit option
on or after the first anniversary of a Policy. Only two changes in death benefit
option are allowed per policy  year.  There are no charges or fees for  changing
the death benefit option. Any written request for change in death benefit option
must be approved by the Company.  The  effective  date of any change will be the
monthly date that  coincides with or next follows the day the request for change
is approved by the Company.  A change in death benefit option will affect future
cost of insurance charges.

     If the death  benefit  option is changed from Option 1 to Option 2, the new
face amount will be the old face amount  decreased by the  Policy's  accumulated
value as determined on the effective date of the change. This change will not be
allowed if it will result in a face amount less than the minimum  face amount of
$25,000. Changing from Option 1 to Option 2 may require evidence of insurability
satisfactory  to the  Company  that the insured is  insurable  for the new death
benefit under its underwriting rules then in effect.

     If the death  benefit  option is changed from Option 2 to Option 1, the new
face amount will be the old face amount  increased by the  Policy's  accumulated
value as determined on the effective date of the change.  Changing from Option 2
to Option 1 does not require evidence of insurability.

Adjustment Options

     A policyowner  may make a written  request to increase the face amount of a
Policy at any time,  so long as the  Policy is not in a grace  period or monthly
deductions are not being waived under a rider. A policyowner  may make a written
request to  decrease  the face  amount at any time on or after the first  Policy
anniversary so long as the Policy is not in a grace period or monthly deductions
are not being waived under a rider.  Any written  request for adjustment of face
amount  must be  approved  by the  Company  and is subject  to these  additional
conditions:

     1. Any  request  for an  increase  in face  amount must be applied for by a
        supplemental application, signed by the insured, and shall be subject to
        evidence of insurability satisfactory to the Company under its insurance
        underwriting  guidelines and  suitability  rules and procedures  then in
        effect.  The minimum  increase in face amount is $5,000.  The age of the
        insured must be 75 or less at the time of the request.

     2. A  request  for a  decrease  in face  amount  must be  applied  for by a
        supplemental application,  signed by the insured, and may not reduce the
        face amount of the Policy below $25,000.

     3. Any increase in face amount will be in a risk classification the Company
        determines.

     4. Any  adjustment  approved by the Company  will become  effective  on the
        monthly date that coincides with or next follows the Company's  approval
        of the request.

     Any  payment  submitted  with a  proposed  face  amount  increase  is  held
initially in the General Account without  interest.  If the Company approves the
adjustment,  then on the  effective  date of the  adjustment  the  amount of the
premium payment so held, less the Premium Expense Charge, is allocated among the
Divisions  in  accordance  with  the  policyowner's   existing   directions  for
allocation  of premium  payments.  Net  premiums  paid after an increase in face
amount  also  are  allocated   among  the  Divisions  in  accordance   with  the
policyowner's existing directions for allocation of premium payments.

     Any  increase  in face  amount  will  carry  its own free look  period  and
exchange right,  which apply only to the increase in face amount, not the entire
Policy.  The policyowner has a limited right to cancel the face amount increase.
The request to cancel a face  amount  increase  must be in writing.  The written
request and the Policy data pages  reflecting  the increase  must be  personally
delivered  or mailed to the home office of the Company or to the agent or broker
who sold the face amount increase before the later of:

     o 10 days after Policy data pages  reflecting  the increase are received by
the policyowner;

     o 10 days after a written  notice is  delivered  to the  policyowner  which
tells about the cancellation of face amount increase right; or

     o 45 days after the  policyowner  completes  the  application  for the face
amount increase.

     If the Company  does not approve a  requested  face amount  increase or the
policyowner  cancels a request for face amount  increase that has not yet become
effective, the Company will refund to the policyowner any payment submitted with
the proposed  face amount  increase.  If on or after the  effective  date of the
increase the  policyowner  exercises the limited right to cancel the face amount
increase,  then the Company will refund to the policyowner  only that portion of
the  premiums  paid with the  adjustment  application  and  during the free look
period  attributable to the face amount increase,  unless directed  otherwise by
the  policyowner.  Any amount to be refunded will ordinarily be disbursed by the
Company to the policyowner  within seven days after the request for cancellation
of the face amount  increase is  received  in the  Company's  home office or the
request for face amount is disapproved  by the Company.  (See  "Postponement  of
Payments.")  The Company will also  reverse the amount of any monthly  deduction
attributable  to  the  face  amount  increase  and  return  it to  the  Policy's
accumulated value unless the policyowner and the Company agree on another method
of refund.

     During the first 24 policy months  following  issuance of Policy data pages
reflecting  an  increased  face  amount,  but not while the Policy is in a grace
period,  the  policyowner  may exchange the increased  face amount for any other
form of  fixed  benefit  individual  life  insurance  policy  (other  than  term
insurance)  currently  made  available  by the Company  for this  purpose on the
insured's life. On the date of exchange,  a portion of the Policy's  accumulated
value  attributable  to the increase  will be  transferred  to the fixed benefit
policy.  The  portion of the  Policy's  accumulated  value  attributable  to the
increase in face amount is  determined  by use of the ratio of guideline  annual
premiums  for  the  increase  to  guideline  annual  premiums  for  the  Policy,
determined at the adjustment date for the face amount increase.

     Premium  payments  made under the Policy  after  exercise of this  exchange
right will be  credited  only to the  Policy.  A new Policy  will be issued upon
exercise of the exchange right which will require payment of its own premiums. A
portion of any policy loan and loan  interest may be required to be repaid prior
to the exchange or transferred to the new Policy.  In all other  respects,  this
exchange  right for face amount  increases is the same as that available for the
purchase of the Policy (See "Right to Exchange Policy.")

POLICY VALUES

Calculation of Accumulated Value

     The  Policy's  accumulated  value is equal to the  total of its  investment
account  values and any amounts in the  Policy's  loan  account.  An  investment
account is established for each Division of the Separate  Account,  representing
the  interest of the Policy for such  Division.  A Policy's  investment  account
value  for each  Division  is equal to the  number  of units in that  investment
account multiplied by the Division's unit value.

     When an  amount  is  allocated  or  transferred  to a  Division,  units are
credited to the appropriate  investment  account.  When an amount is deducted or
transferred  from a Division,  units of the appropriate  investment  account are
cancelled.  The number of units and  fractional  units  credited or cancelled is
equal to the dollar amount of the  transaction  divided by the unit value of the
Division for the valuation period when the transaction occurs. The unit value of
each Division is determined on each valuation date. The number of units credited
or cancelled  will not change because of subsequent  changes in unit value.  The
dollar value of each  Division's  units will vary  depending upon the investment
performance of the corresponding mutual fund.

Units

     On the later of the policy date or the end of the  valuation  period during
which  the first  premium  is  received,  the  number of units in an  investment
account equals:  (1) the first net premium allocated to that Division;  less (2)
the monthly  deduction  withdrawn from that Division for the first policy month;
divided by (3) the unit value for that Division on that  valuation  date. At the
end of each valuation  period  thereafter,  the number of units in an investment
account equals (1) plus (2) plus (3) less (4) less (5) less (6) where:

     (1) is units in the investment account on the previous valuation date;

     (2)is units  credited to the  investment  account when any  additional  net
        premium  is  allocated  to the  Division  during the  current  valuation
        period;

     (3)is units credited for transfers  from another  Division or from the loan
        account during the current valuation period;

     (4)is units  cancelled  for  transfers  to  another  Division,  transaction
        charges, or transfers to the loan account to secure a policy loan during
        the current valuation period;

     (5)is units  cancelled  for  partial  surrenders  and  transaction  charges
        during the current valuation period; and

     (6)is units  cancelled  to pay the  monthly  deduction  from  the  Division
        whenever a valuation period includes a monthly date.

Unit Values

     The unit  value of each  Division's  units  was  initially  established  at
$10.00.  Thereafter,  the unit  value of a  Division  on any  valuation  date is
calculated by multiplying (1) by (2) where:

     (1) is the Division's unit value on the previous valuation date; and

     (2) is the net investment factor for the current valuation period.

     The unit value of each  Division's  units on any day other than a valuation
date is the unit value as of the next valuation date.

Net Investment Factor

     The net  investment  factor  measures the  investment  performance  of each
Division  and is used to  determine  changes in unit  value  from one  valuation
period to the next valuation  period.  The net investment factor for a valuation
period is equal to:

     1. The quotient obtained by dividing:

        a. the net asset  value of a share of the  underlying  Account as of the
           end of such  valuation  period,  plus  the per  share  amount  of any
           dividend  or other  distribution  made by that  Account  during  such
           valuation  period (less any amount  charged  against the Division for
           taxes or any amount  set aside  during  the  valuation  period by the
           Company  to  provide  for  taxes  attributable  to the  operation  or
           maintenance of that Division); by

        b. the net asset  value of a share of that  Account as of the end of the
           immediately preceding valuation period;

     LESS

     2. a current  mortality  and expense  risks  charge of .0020548% on a daily
        basis  (.75% on an annual  basis)  for the  number of days  within  such
        valuation  period.  The mortality and expense risks charge is guaranteed
        not to exceed .0024658% on a daily basis (.90% on an annual basis).

     The amount of any taxes  charged  against a  Division  or set aside and the
amount derived from the mortality and expense risks charge will be accrued daily
and will be transferred  from the Separate Account to the general account of the
Company at the discretion of the Company.

Valuations in Connection with a Policy

     All valuations in connection with a Policy,  i.e.,  determining units to be
credited or  cancelled  with respect to  investment  accounts,  determining  net
surrender  value,  and calculation of the death benefit on the insured's  death,
will be made on the  date of the  transaction  or on the  date of the  insured's
death,  if  applicable,  if  such  date is a  valuation  date.  Otherwise,  such
determination  will be made on the next succeeding day which is a valuation date
for the Policy.

Transfers

     Accumulated value may be transferred among the Divisions.  The total amount
transferred  each time must be at least $250 unless a lesser amount  constitutes
the Policy's  entire  accumulated  value in a Division.  The effective date of a
transfer is the date the request is received at the home office of the  Company.
All transfers with the same effective date count as one transfer. Four transfers
may be made in any one year without  charge to the  policyowner.  Thereafter,  a
transaction  charge of $25 is  imposed  to cover  administrative  costs for each
transfer.  The  transaction  charge is  deducted  on a  prorated  basis from the
Divisions from which  accumulated  value is transferred,  unless the policyowner
directs the Company to deduct the transaction charge from only one Division. The
transaction  charge is deducted from the affected  Divisions before  accumulated
value held in those  Divisions  is  transferred.  If the  transfer of a Policy's
entire accumulated value in a Division is requested, the amount transferred will
be the Policy's accumulated value in the Division, less any transaction charge.

Policy Loans

     So long as a Policy  remains in effect and the  Policy  has loan  value,  a
policyowner  may  borrow  money  from the  Company  using the Policy as the only
security for the loan. A Policy's loan value,  which is the maximum  amount that
may be borrowed,  is (1) minus (2) where:  (1) is 90% of the Policy's  surrender
value and (2) is any outstanding policy loans and unpaid loan interest. The loan
value is  determined  as of the  loan  date.  The  loan  date is the date a loan
request is processed at the home office of the Company.

     The  minimum  amount of any policy loan is $500.  Proceeds of policy  loans
ordinarily  will be  disbursed  within  seven days from the date of receipt of a
written request at the Company's home office. (See "Postponement of Payments.")

     When a policy loan is made,  a portion of the  Policy's  accumulated  value
equal to the  amount of the loan is  transferred  to the loan  account  from the
Divisions  in the  proportion  requested by the  policyowner.  If no request for
allocation of the loaned amount is made by the policyowner, the loan amount will
be withdrawn  from the  Divisions in the same  proportion as was the most recent
monthly deduction.  Any loan interest that is due and unpaid will be transferred
in the same manner.  Accumulated  value in the loan account will accrue interest
daily  at an  effective  annual  rate  of six  percent.  Such  interest  will be
transferred to the Separate  Account and allocated on the policy  anniversary to
the Divisions in the proportion  currently  designated by a policyowner  for the
allocation of premium payments. A Policy's loan account is part of the Company's
general account.

     The Company charges interest on policy loans.  Interest accrues daily at an
effective  annual rate of eight percent.  Interest is due and payable at the end
of the  policy  year.  Any  interest  not  paid  when  due is  added to the loan
principal  and  bears  interest  at the rate of  eight  percent.  Adding  unpaid
interest to the loan  principal  will cause  additional  amounts to be withdrawn
from the  Divisions  in the same manner as  described  above for loans.  Amounts
withdrawn from the Divisions for unpaid loan interest will be transferred to the
loan account.

     Unpaid  policy loans and loan  interest  reduce the Policy's net  surrender
value and may cause it to be less than the monthly  deduction on a monthly date.
If on any monthly  date the net  surrender  value is not  sufficient  to pay the
monthly  deduction,  the 61-day grace period provision will apply.  (See "Policy
Termination.")

     So long as a Policy remains in force, policy loans and loan interest may be
repaid in whole or in part at any time during the  insured's  life.  The minimum
loan repayment amount is $30. If the policyowner does not designate a payment as
a premium payment or if the Company cannot identify it as a premium payment, the
Company will apply the payment received as a loan repayment.  Accumulated  value
in the loan  account  equal to the loan  repayment  will be  transferred  to the
Divisions  in the  proportion  currently  designated  by a  policyowner  for the
allocation  of premium  payments.  Any policy  loan,  whether  repaid or not, is
likely to have a permanent effect on the Policy's accumulated value. Accumulated
value held in the  Policy's  loan  account  will earn  interest at an  effective
annual  fixed rate of six  percent.  If the policy loan had not been made,  that
accumulated  value would have reflected the investment  experience of the chosen
Division or Divisions.  Any policy loans and loan interest are  subtracted  from
life insurance  proceeds  payable at the insured's  death,  from surrender value
upon total  surrender or  termination  of a Policy when a grace  period  expires
without  sufficient  premium  payment,  and from  accumulated  value  payable at
maturity.

Surrender

     A Policy has a surrender  value and a net  surrender  value.  The surrender
value of a Policy is its accumulated  value less the surrender  charge.  The net
surrender  value of a Policy  is its  surrender  value  less any  loans and loan
interest.

     So long as the Policy is in effect,  a  policyowner  may elect to surrender
the  Policy  and  receive  its net  surrender  value as of the date the  Company
receives the policyowner's  written request at its home office.  After the first
policy  anniversary  and so long as a Policy is in  effect,  a  policyowner  may
request a partial surrender of the accumulated value of the Policy,  but no more
than two times per policy  year.  The minimum  amount of a partial  surrender is
$500 and the maximum amount of any one partial  surrender is 50% of the Policy's
net  surrender  value at the time  written  request  for  partial  surrender  is
received at the Company's home office. A transaction charge of the lesser of $25
or two percent of the amount  surrendered is imposed on each partial  surrender,
which is intended to cover the  administrative  costs of processing  the partial
surrender.  There is no surrender charge assessed upon a partial surrender.  The
Policy's  accumulated  value reduces by the amount of the partial surrender plus
the amount of the transaction charge. If the Option 1 death benefit is in effect
at the time of a partial  surrender,  then the Policy's face amount also reduces
by the amount of the partial surrender and the transaction charge.

     A  policyowner  may  designate  the amount of the partial  surrender  to be
withdrawn from each of the  Divisions.  If no designation is made, the amount of
the  partial  surrender  will  be  withdrawn  from  the  Divisions  in the  same
proportion  as the most recent  monthly  deduction.  The  transaction  charge is
deducted on a prorated basis from the Divisions from which  accumulated value is
surrendered unless the policyowner directs the Company to deduct the transaction
charge from only one Division.

     A surrender charge is imposed upon total surrender of a Policy which occurs
at any time within the first ten years after the policy date.  In  addition,  if
total  surrender of a Policy occurs at any time within the first ten years after
the adjustment date of a face amount increase,  a surrender charge  attributable
to the face amount  increase  will be imposed.  (See  "Surrender  Charge." ) The
surrender  charge will be waived if the Policy is surrendered in connection with
an exchange  offer for  another  policy  issued by the  Company.  Proceeds  from
partial or total surrender of a Policy will ordinarily be disbursed within seven
days from the date of receipt of a written request at the Company's home office.
(See "Postponement of Payments.")

CHARGES AND DEDUCTIONS

     The  Company  will make  certain  charges  and  deductions  to support  the
operation of the Policy and the Separate Account.  Some charges will be deducted
from  premium  payments as  received,  some  charges  will be deducted  from the
Policy's  accumulated value on a monthly basis, some charges will be deducted on
a daily basis from the value of the Separate Account,  and other charges will be
deducted from the Policy's accumulated value upon total surrender or termination
of a Policy. In addition,  there are fees for the administrative  costs involved
in processing certain transfers and all partial surrenders of accumulated value.

Premium Expense Charge

   
     Upon receipt of each premium payment, the Company deducts a premium expense
charge.  The premium  expense  charge  includes a 5% of premium sales load and a
premium  tax charge of 2%. For the year ended  December  31,  1997,  the Company
collected $__________ in premium expense charges and $___________ in premium tax
charges.  In  addition,  a sales load of up to a maximum  of 25% of the  minimum
first year  premium  may be imposed as a part of a  surrender  charge upon total
surrender  or  termination  of a Policy for  insufficient  value.  Sales  loads,
including  the sales load portion of the surrender  charge more fully  described
below,  are  intended  to  compensate  the  Company  for  distribution  expenses
including registered representatives'  commissions, the printing of prospectuses
and sales  literature,  and  advertising.  The sales loads imposed in any policy
year are not necessarily  related to actual  distribution  expenses  incurred in
that year.  Instead,  the Company  expects to incur the majority of distribution
expenses in the early years of a Policy and to recover any  deficiency  over the
life of a  Policy.  To the  extent  distribution  expenses  exceed  sales  loads
(including the sales load portion of surrender charges, if any) in any year, the
Company will pay them from its other  assets or surplus in its general  account,
which includes amounts derived from mortality and expense risks charges and from
mortality gains.
    

     The premium tax charge portion of the premium expense charge is deducted to
cover premium taxes imposed  against the Company by governmental  entities.  The
premium  tax charge,  which  cannot be  changed,  is not  expected to exceed the
premium taxes charged to the Company.

     No  reduction in the charge is made to reflect the fact that in some states
the Company may pay state  income  taxes in lieu of a portion of the premium tax
liability for that state.

Monthly Deduction

   
     On each monthly date, the Company will deduct from the accumulated value of
a Policy an amount to cover certain charges and expenses  incurred in connection
with the Policy.  The  monthly  deduction  consists of a monthly  administration
charge,  a  charge  for the cost of  insurance  and a  charge  for any  optional
benefits added by rider.  During the year ended December 31, 1997 administrative
and cost of insurance charges totaled $_______________.
    

     The current monthly  administration  charge for a Policy is $4.75 per month
and is guaranteed  never to exceed $5.00 per month. The Policy also provides for
a contingent  deferred  administration  charge which is a part of the  surrender
charge  imposed  upon total  surrender or  termination  of a Policy when a grace
period expires without  sufficient premium payment.  The monthly  administration
charge and the  deferred  administration  charge  reimburse  the Company for the
recurring  administrative  expenses  related  to the  Policy  and  the  Separate
Account.  These expenses are expenses other than sales expenses and include, for
example, the cost of processing  applications,  conducting medical examinations,
determining  insurability,  establishing  policy records,  premium reminders and
collection,  record keeping, processing death benefit claims and policy changes,
reporting,  and overhead costs.  The Company does not expect to recover from the
administration charges any amount above its accumulated expenses associated with
the Policies and the Separate Account.

     The monthly cost of insurance charge is calculated as (1) multiplied by the
result of (2) minus (3) where:

     (1) is the cost of insurance rate as described below divided by 1,000;

     (2) is the death benefit at the beginning of the policy month; and

     (3) is the accumulated value at the beginning of the policy month.

     The cost of  insurance  rate is based  on the  sex,  attained  age and risk
classification  of the insured under the Policy.  (For Policies issued in states
which require unisex pricing or in connection with employment  related insurance
and  benefit  plans,  the  cost  of  insurance  is not  based  on the sex of the
insured.) The rate will be determined by the Company based upon its expectations
as to future mortality experience, but the rate will never exceed the rate shown
in the Table of  Monthly  Guaranteed  Cost of  Insurance  Rates set forth in the
Policy.  These  guaranteed  maximum  rates  are  based  on the 1980  Smoker  and
Nonsmoker  Commissioners Standard Ordinary Mortality Tables. The table used will
be male or female  according to the sex of the insured  (where  allowed by law).
Any change in current cost of insurance  rates will apply to all  individuals of
the same age, sex and risk  classification  of the insured.  However,  different
maximum cost of insurance  rates may apply to any face amount  increases under a
Policy.

     The monthly deduction is made only from the Policy's accumulated value held
in the  Divisions  of the  Separate  Account.  No  deduction  is made  from  any
accumulated  value of the Policy held in the Company's  general  account for the
purpose of securing policy loans. The amount deducted from each Division will be
in accordance  with  policyowner  instruction on the application for the Policy.
The policyowner's choice of monthly deduction allocation percentages may be: (1)
the same as the allocation  percentages for premiums, (2) on a prorated basis or
(3) any other  method  of  allocation  agreed  upon by the  policyowner  and the
Company. For each Division,  the allocation  percentages must be zero or a whole
number not less than ten nor greater than 100. The allocation percentages chosen
by  the  policyowner  must  total  100.   Requests  for  changes  in  allocation
percentages  are  effective on the next monthly date  following  approval by the
Company. If following the policyowner's  instruction as to allocation of monthly
deductions  would  not be  possible  on any  monthly  date  due to  insufficient
accumulated  value of the Policy in an  affected  Division,  deductions  will be
allocated on a prorated basis.

Mortality and Expense Risks Charge

   
     The Company  will assess a charge on a daily basis  against  each  Division
equal to .75% (on an annual  basis) of the value of the  Division to  compensate
the  Company  for its  assumption  of certain  mortality  and  expense  risks in
connection  with the Policy.  Specifically,  the Company bears the risk that the
costs of death benefits under the Policies will be greater than anticipated. The
Company also assumes the risk that the actual cost  incurred by it to administer
the Policies will not be covered by charges  assessed  under the Policies.  This
charge is  guaranteed  never to exceed .90% on an annual  basis of the assets of
each  Division.  During the year ended  December 31, 1997  mortality and expense
risk charges totaled $______________.
    

Transaction Charge

     A  transaction  charge  of the  lesser  of $25  or 2% of the  amount  being
surrendered  is  imposed on each  partial  surrender  of  accumulated  value.  A
transaction charge of $25 is imposed on each transfer of accumulated value among
Divisions  exceeding four per policy year. All transfers with the same effective
date count as one transfer.

Surrender Charge

     During the first ten policy  years,  the  Company  will  assess a surrender
charge upon total  surrender of a Policy or termination of a Policy when a grace
period expires  without  sufficient  premium  payment.  The amount of the charge
assessed per $1,000 of face amount  depends upon the sex (where  allowed by law)
and  attained  age of the insured on the policy date and how long the Policy has
been in force.  In  addition,  the Company  will assess a surrender  charge upon
surrender or  termination  of a Policy for  insufficient  premium  payment which
occurs  during the first ten policy years after the  adjustment  date for a face
amount  increase.  The amount of the surrender charge assessed per $1,000 of net
increase in face amount depends upon the sex (where allowed by law) and attained
age of the insured on the adjustment  date and how long the increase has been in
force.  (For Policies issued in states requiring unisex pricing or in connection
with employment related insurance and benefit plans, the surrender charge is not
based on the sex of the insured.) Thus,  surrender of a Policy or termination of
a Policy for insufficient value within the first ten policy years and within ten
years  after  the  adjustment  date of a face  amount  increase  will  result in
assessment of a composite  surrender  charge  representing the charge imposed on
the initial face amount and the charge imposed on the face amount increase.  The
surrender  charge builds up on a monthly basis during the first policy year (and
during the first year after a face amount increase), remains level to the end of
the third  policy  year (and to the end of the third  year  after a face  amount
increase) and grades down  gradually  each year  thereafter to zero in the tenth
policy  year (and in the tenth year  after a face  amount  increase).  Surrender
charges  do not  decrease  when the face  amount  of a Policy is  decreased.  No
additional  surrender  charges  apply when the death  benefit  under a Policy is
changed from Option 2 to Option 1.

     The surrender charge is comprised of two parts: A contingent deferred sales
charge and a contingent deferred  administration charge. The contingent deferred
sales  charge  portion of the  surrender  charge is  assessed  to recover  sales
expenses  and is in  addition  to the 5% sales  charge  which is  deducted  when
premium payments are made. The contingent  deferred sales charge will not exceed
25% of this minimum first year premium.

     The  contingent  deferred  administration  charge  portion of the surrender
charge  is  intended  to  reimburse  the  Company  for  administrative  expenses
associated  with the Policy and the  Separate  Account and is in addition to the
monthly administration charge for a Policy. The surrender charge is a contingent
charge and will never be assessed if total  surrender of a Policy or termination
of a Policy for  insufficient  value does not occur  within the first ten policy
years or within ten years of the adjustment date for a face amount increase.

   
     During the year ended  December  31,  1997 the Company  received  surrender
charges totaling $_____________.
    

                FIRST YEAR CONTINGENT DEFERRED SURRENDER CHARGES
                            per $1000 of Face Amount
                                   Male Lives

 Issue      Adm.      Sales      Total      Issue     Adm.     Sales      Total
   Age     Charge     Load      Charge       Age     Charge    Load      Charge

    0       0.43      0.89       1.32        40       2.31      1.71      4.02
    1       0.69      0.63       1.32        41       2.38      1.81      4.19
    2       0.72      0.62       1.34        42       2.47      1.91      4.38
    3       0.74      0.62       1.36        43       2.56      2.02      4.58
    4       0.77      0.62       1.39        44       2.65      2.14      4.79
    5       0.80      0.61       1.41        45       2.74      2.27      5.01
    6       0.84      0.60       1.44        46       2.86      2.39      5.25
    7       0.87      0.60       1.47        47       3.00      2.50      5.50
    8       0.91      0.60       1.51        48       3.14      2.63      5.77
    9       0.93      0.61       1.54        49       3.30      2.76      6.06

   10       0.96      0.62       1.58        50       3.46      2.90      6.36
   11       0.97      0.65       1.62        51       3.63      3.06      6.69
   12       0.97      0.69       1.66        52       3.81      3.23      7.04
   13       0.96      0.74       1.70        53       4.01      3.40      7.41
   14       0.95      0.80       1.75        54       4.22      3.58      7.80
   15       0.93      0.86       1.79        55       4.44      3.78      8.22
   16       0.92      0.91       1.83        56       4.69      3.98      8.67
   17       0.91      0.96       1.87        57       4.97      4.18      9.15
   18       0.92      1.00       1.92        58       5.26      4.40      9.66
   19       0.93      1.03       1.96        59       5.55      4.66     10.21

   20       1.02      0.99       2.01        60       5.82      4.98     10.80
   21       1.07      0.99       2.06        61       6.05      5.37     11.42
   22       1.11      1.00       2.11        62       6.27      5.83     12.10
   23       1.16      1.01       2.17        63       6.48      6.34     12.82
   24       1.22      1.01       2.23        64       6.70      6.89     13.59
   25       1.28      1.02       2.30        65       6.95      7.47     14.42
   26       1.34      1.03       2.37        66       7.24      8.07     15.31
   27       1.41      1.04       2.45        67       7.55      8.71     16.26
   28       1.47      1.06       2.53        68       7.88      9.40     17.28
   29       1.53      1.09       2.62        69       8.22     10.16     18.38

   30       1.60      1.11       2.71        70       8.59     10.98     19.57
   31       1.66      1.15       2.81        71       8.98     11.87     20.85
   32       1.73      1.19       2.92        72       9.41     12.83     22.24
   33       1.80      1.23       3.03        73       9.83     13.88     23.71
   34       1.87      1.28       3.15        74       10.23    15.06     25.29
   35       1.93      1.34       3.27        75       10.58    16.38     26.96
   36       2.01      1.40       3.41
   37       2.08      1.47       3.55
   38       2.15      1.54       3.69
   39       2.23      1.62       3.85

                FIRST YEAR CONTINGENT DEFERRED SURRENDER CHARGES
                            per $1000 of Face Amount
                                  Female Lives

 Issue     Adm.     Sales      Total    Issue       Adm.      Sales       Total
   Age    Charge    Load      Charge     Age       Charge     Load       Charge

   0       0.44     0.76       1.20      40         1.97       1.52       3.49
   1       0.66     0.54       1.20      41         2.03       1.60       3.63
   2       0.68     0.54       1.22      42         2.09       1.69       3.78
   3       0.70     0.54       1.24      43         2.15       1.78       3.93
   4       0.72     0.54       1.26      44         2.23       1.87       4.10
   5       0.74     0.54       1.28      45         2.30       1.98       4.28
   6       0.77     0.54       1.31      46         2.40       2.06       4.46
   7       0.79     0.54       1.33      47         2.51       2.15       4.66
   8       0.82     0.54       1.36      48         2.63       2.23       4.86
   9       0.84     0.54       1.38      49         2.74       2.34       5.08

  10       0.85     0.56       1.41      50         2.87       2.44       5.31
  11       0.88     0.57       1.45      51         3.00       2.56       5.56
  12       0.89     0.59       1.48      52         3.15       2.67       5.82
  13       0.90     0.61       1.51      53         3.32       2.78       6.10
  14       0.92     0.63       1.55      54         3.50       2.90       6.40
  15       0.93     0.66       1.59      55         3.67       3.04       6.71
  16       0.94     0.68       1.62      56         3.88       3.17       7.05
  17       0.96     0.70       1.66      57         4.10       3.30       7.40
  18       0.99     0.72       1.71      58         4.33       3.46       7.79
  19       1.01     0.74       1.75      59         4.62       3.58       8.20
  20       1.05     0.75       1.80      60         4.90       3.74       8.64
  21       1.07     0.77       1.84      61         5.16       3.97       9.13
  22       1.11     0.78       1.89      62         5.41       4.23       9.64
  23       1.15     0.80       1.95      63         5.64       4.56      10.20
  24       1.18     0.82       2.00      64         5.86       4.94      10.80
  25       1.22     0.84       2.06      65         6.11       5.32      11.43
  26       1.26     0.87       2.13      66         6.39       5.73      12.12
  27       1.30     0.90       2.20      67         6.70       6.16      12.86
  28       1.35     0.92       2.27      68         7.06       6.61      13.67
  29       1.39     0.95       2.34      69         7.47       7.07      14.54
  30       1.44     0.98       2.42      70         7.97       7.53      15.50
  31       1.49     1.01       2.50      71         8.45       8.10      16.55
  32       1.54     1.05       2.59      72         8.93       8.77      17.70
  33       1.59     1.09       2.68      73         9.44       9.50      18.94
  34       1.65     1.13       2.78      74         9.94      10.35      20.29
  35       1.71     1.17       2.88      75         10.33     11.42      21.75
  36       1.76     1.23       2.99
  37       1.81     1.30       3.11
  38       1.87     1.36       3.23
  39       1.92     1.44       3.36

                FIRST YEAR CONTINGENT DEFERRED SURRENDER CHARGES
                            per $1000 of Face Amount
                                  Unisex Lives

 Issue      Adm.      Sales       Total      Issue      Adm.     Sales     Total
   Age     Charge     Load       Charge       Age      Charge    Load     Charge

   0        0.43      0.87        1.30        40        2.26      1.69     3.95
   1        0.69      0.61        1.30        41        2.34      1.78     4.12
   2        0.72      0.60        1.32        42        2.42      1.88     4.30
   3        0.74      0.60        1.34        43        2.51      1.99     4.50
   4        0.77      0.60        1.37        44        2.60      2.10     4.70
   5        0.79      0.60        1.39        45        2.69      2.23     4.92
   6        0.83      0.59        1.42        46        2.80      2.35     5.15
   7        0.86      0.59        1.45        47        2.93      2.46     5.39
   8        0.90      0.59        1.49        48        3.07      2.58     5.65
   9        0.92      0.60        1.52        49        3.22      2.71     5.93

  10        0.95      0.61        1.56        50        3.38      2.84     6.22
  11        0.96      0.64        1.60        51        3.55      2.99     6.54
  12        0.97      0.67        1.64        52        3.73      3.15     6.88
  13        0.96      0.72        1.68        53        3.92      3.32     7.24
  14        0.95      0.77        1.72        54        4.12      3.50     7.62
  15        0.94      0.82        1.76        55        4.33      3.69     8.02
  16        0.93      0.87        1.80        56        4.58      3.88     8.46
  17        0.93      0.91        1.84        57        4.85      4.07     8.92
  18        0.94      0.95        1.89        58        5.14      4.28     9.42
  19        0.96      0.97        1.93        59        5.43      4.52     9.95

  20        1.04      0.94        1.98        60        5.70      4.82    10.52
  21        1.08      0.95        2.03        61        5.93      5.19    11.12
  22        1.12      0.96        2.08        62        6.16      5.62    11.78
  23        1.17      0.97        2.14        63        6.37      6.11    12.48
  24        1.22      0.98        2.20        64        6.59      6.64    13.23
  25        1.28      0.99        2.27        65        6.84      7.19    14.03
  26        1.34      1.00        2.34        66        7.13      7.77    14.90
  27        1.40      1.02        2.42        67        7.44      8.38    15.82
  28        1.46      1.04        2.50        68        7.77      9.04    16.81
  29        1.52      1.06        2.58        69        8.13      9.75    17.88

  30        1.58      1.09        2.67        70        8.51     10.53    19.04
  31        1.64      1.13        2.77        71        8.91     11.38    20.29
  32        1.71      1.17        2.88        72        9.34     12.31    21.65
  33        1.77      1.21        2.98        73        9.78     13.31    23.09
  34        1.84      1.26        3.10        74        10.20    14.44    24.64
  35        1.91      1.31        3.22        75        10.55    15.73    26.28
  36        1.98      1.38        3.36
  37        2.05      1.44        3.49
  38        2.11      1.52        3.63
  39        2.19      1.60        3.79

     The percentage of the first year surrender charges shown above remaining in
each policy year thereafter is:

                                    Percentage of First Year
             Policy Year           Surrender Charges Remaining
             -----------           ---------------------------

                 2                           100.0%
                 3                           100.0%
                 4                            87.5%
                 5                            75.0%
                 6                            62.5%
                 7                            50.0%
                 8                            37.5%
                 9                            25.0%
                10                            12.5%
                11+                            0.0%

     If the face amount of a Policy is increased, surrender charges apply to the
net increase in face amount as though a new Policy had been issued for an amount
equal to net  increase,  based on the tables set out above.  The net increase in
face amount is equal to the  increase in face amount less  earlier  decreases in
face amount not offset against an earlier  increase in face amount.  The Minimum
Required Premium following a requested face amount increase will be shown on the
Policy data pages issued to reflect the adjustment.

     Surrender charges following a Policy's  reinstatement  commence at the rate
in effect at the time of the Policy's termination.

Other Charges

     Shares of the Accounts are purchased by the corresponding  Divisions at the
shares' net asset  values.  The net asset value of Account  shares  reflects the
investment  management fees and corporate  operating  expenses  already deducted
from the assets of the  Account.  The current  investment  management  fee at an
annual rate of .50% of the first $100 million of each fund's  average  daily net
assets and .45% of the next $100  million of each  Account's  daily  average net
assets is charged monthly against Bond Account,  Capital Value Account and Money
Market Account. The current investment  management fee at an annual rate of .60%
of the average daily net asset value is charged monthly against Balanced Account
and High Yield Account. The current investment  management fee at an annual rate
of .65% of the first $100 million of the fund's average daily net assets and 60%
of the next $100  million  of the  fund's  daily  average  net assets is charged
monthly against MidCap Account.

     The Company reserves the right to charge the assets of each Division of the
Separate  Account to provide for any income taxes  payable by the Company on the
assets of such Divisions.

Special Plans

     Where allowed by law, the Company may reduce or eliminate  certain  charges
for Policies issued under special circumstances that result in lower expenses to
the Company.  For example,  special  circumstances  may exist in connection with
group arrangements, including employer or employee organization sponsored plans,
and with regard to Policies  issued to persons owning other  policies  issued by
the Company or its subsidiaries.  The amount of any reduction, the charges to be
reduced,  and the  criteria  for  applying a reduction  will reflect the reduced
sales  effort,  costs and  differing  mortality  experience  appropriate  to the
circumstances  giving  rise to the  reduction.  The  charges  will be reduced in
accordance  with the  Company's  practice  in effect  when the Policy is issued.
Reductions will not be unfairly discriminatory against any person, including the
purchasers to whom the reduction applies and all other owners of the Policies.

OTHER MATTERS

Voting Rights

     The  Company  shall vote  Account  shares held in the  Separate  Account at
regular and special  meetings of shareholders  of each Account,  but will follow
voting  instructions  received from persons  having the voting  interest in such
Account shares.

     The  policyowner  has the voting  interest under a Policy.  The policyowner
shall have one vote for each $100 of accumulated  value in the  Divisions,  with
fractional  votes  allocated for amounts less than $100.  The number of votes on
which the  policyowner  has the right to instruct  will be  determined as of the
date  coincident  with the  date  established  by the  Account  for  determining
shareholders eligible to vote at the meeting of the Account. Voting instructions
will be solicited by written communications prior to such meetings in accordance
with  procedures  established  by the Mutual  Fund.  The Company will vote other
Account  shares  held in the  Separate  Account,  including  those  for which no
instructions are received in the same proportion as it votes shares for which it
has received instructions. All Account shares held in the general account of the
Company will be voted in  proportion  to  instructions  that are  received  with
respect to participating contracts.

     If the Company  determines  pursuant to applicable  law that Account shares
held in the Separate Account need not be voted pursuant to instructions received
from persons  otherwise  having the voting interest as provided above,  then the
Company may vote Account shares held in the Separate Account in its own right.

     The Company may, when required by state insurance  regulatory  authorities,
disregard voting  instructions if the instructions  require that shares be voted
so as to cause a change in  subclassification  or  investment  objective  of the
Account,  or  disapprove  an  investment  advisory  contract of the Account.  In
addition,  the Company may  disregard  voting  instructions  in favor of changes
initiated by a policyowner in the investment policy or the investment advisor of
the Account if the Company  reasonably  disapproves  of such  changes.  A change
would be  disapproved  only if the  proposed  change is contrary to state law or
prohibited by state  regulatory  authorities or the Company  determines that the
change would be  inconsistent  with the investment  objectives of the Account or
would result in the purchase of  securities  for the Account which vary from the
general quality and nature of investments and investment  techniques utilized by
other separate  accounts created by the Company or any affiliates of the Company
which have  similar  investment  objectives.  In the event that the Company does
disregard voting instructions,  a summary of that action and the reason for such
actions will be included in the next semi-annual report to policyowners.

Statement of Value

     The Company will mail an annual statement to the policyowner  after the end
of each policy year until the policy terminates. The statement will show:

     1.  the current death benefit;
     2.  the current accumulated and surrender values;
     3.  all premiums paid since the last statement;
     4.  all charges since the last statement;
     5.  any policy loans and loan interest;
     6.  any partial surrenders since the last statement;
     7.  the number of units and unit value;
     8.  the total value of each of the policyowner's investment accounts; and
     9.  any investment gain or loss since the last statement.

     Any  policyowner  may  request at any time a current  statement  of account
values, transactions and activities by telephoning 1-800-247-9988.

     The Company will also send to the policyowner  the reports  required by the
Investment Company Act of 1940.

Service Available by Telephone

     Policyowners  may  preauthorize the following  telephone  transactions:  1)
transfers between  divisions;  2) change in premium allocation  percentages;  3)
change in  monthly  deduction  percentages;  and 4) policy  loans  (Policy  loan
proceeds  will be mailed  only to the  policyowner's  address  of  record.)  The
policyowner  may  preauthorize  the  above  transactions  by  submitting  a form
provided by the Company.  Policyowners  may exercise the telephone  transactions
privilege by telephoning  1-800-247-9988.  Telephone  transfer  requests must be
received by the close of the New York Stock  Exchange on a day when the Separate
Account is open for business to be effective that day.  Requests made after that
time or on a day when the  Separate  Account  is not open for  business  will be
effective the next business day.

     Although  neither the Separate  Account nor the Company is responsible  for
the  authenticity of telephone  transaction  requests,  the right is reserved to
refuse to accept telephone  requests when in the opinion of the Company it seems
prudent to do so. The  policyowner  bears the risk of loss caused by  fraudulent
telephone  instructions  the Company  reasonably  believes  to be  genuine.  The
Company will employ reasonable  procedures to assure telephone  instructions are
genuine and if such  procedures are not followed,  the Company may be liable for
losses due to  unauthorized  or  fraudulent  transactions.  Such  identification
information includes recording all telephone  instructions,  requesting personal
information such as the caller's name, daytime telephone number, social security
number and/or birthdate and sending a written confirmation of the transaction to
the  policyowner's  address  of  record.   Policyowners  may  obtain  additional
information and assistance by telephoning the toll free number.  The Company may
modify or terminate telephone transfer procedures at any time.

     You may obtain  contract  information  from our Direct Dial system  between
7:00 a.m. and 9:00 p.m.,  Central Time,  Monday through  Saturday.  Through this
automated  telephone  system,  you can obtain  information about unit values and
contract values, initiate certain changes to your contract, change your Personal
Identification   Number  (PIN),   or  speak  directly  to  a  customer   service
representative.  The telephone number is 1-800-247-9988. As with other telephone
services,  instructions  received  via our Direct Dial system will be binding on
all contractowners.

GENERAL PROVISIONS

Addition, Deletion or Substitution of Investments

     The Company reserves the right,  subject to compliance with applicable law,
to make additions to,  deletions from, or  substitutions  for the shares held by
any Division or which any Division may purchase. If shares of any Account should
no longer be available  for  investment  or if, in the judgment of the Company's
management,   further   investment  in  shares  of  any  Account  should  become
inappropriate in view of the purposes of the Policy,  the Company may substitute
shares of any other investment  company for shares already  purchased,  or to be
purchased in the near future under the Policies.  No  substitution of securities
will take place without notice to policyowners and without prior approval of the
Securities  and Exchange  Commission,  to the extent  required by the Investment
Company Act of 1940.

     The  investment  policy  of the  Separate  Account  will not be  materially
changed  unless a statement of the change is filed with and not  disapproved  by
the  Insurance  Commissioner  of the  State  of Iowa and the  Superintendent  of
Insurance of the State of New York, if required.  Whether a change in investment
policy is material will be determined in conjunction with the appropriate  state
insurance  commissioner(s).  The  policyowner  will be notified of any  material
investment policy change. The policyowner may then change allocation percentages
and  transfer  any value in an  affected  Division to another  Division  without
charge.  In the  alternative,  the  policyowner  may  exchange  the Policy for a
fixed-benefit, flexible premium life insurance policy offered by the Company for
this purpose.  The  policyowner  may exercise this exchange  privilege until the
later  of 60 days  after  (i) the  effective  date of such  change,  or (ii) the
receipt of a notice of the options available.  The face amount of the new policy
will be the death benefit of the Policy on the date of exchange.

     Each Account is subject to certain investment restrictions which may not be
changed  without  the  approval  of  the  majority  of  the  outstanding  voting
securities of such fund. See the accompanying prospectuses for the Accounts.

Optional Insurance Benefits

     Subject  to  certain   requirements   and   approval  by  state   insurance
departments,  one or more  supplementary  benefits  may be  added  to a  Policy,
including those providing term insurance  options,  providing  accidental  death
coverage,  waiving monthly deductions upon disability,  accelerating benefits in
the event of terminal  illness,  providing cost of living increases in benefits,
providing a death  benefit  guarantee  described  below,  providing a guaranteed
increase option and, in the case of business-owned Policies, permitting a change
of the life insured and providing enhanced policy values in the early years of a
Policy.  More  detailed  information  concerning  supplementary  benefits may be
obtained  from an  authorized  agent of the  Company.  The cost,  if any, of any
optional insurance benefits will be deducted as part of the monthly deduction.

Death Benefit Guarantee Rider

     The death  benefit  guarantee  rider  provides  that if the  death  benefit
guarantee  premium  requirement is satisfied the Policy will not enter its grace
period  even if the net  surrender  value is  insufficient  to cover the monthly
deduction  on a monthly  date.  This rider is  automatically  made a part of all
Policies at no premium.  The death  benefit  guarantee  premium  requirement  is
satisfied if the sum of all premiums  paid less any partial  surrenders  and any
policy loans and unpaid loan  interest  equals or exceeds the sum of the monthly
death benefit guarantee premiums  applicable to date plus the next monthly death
benefit guarantee  premium.  The death benefit guarantee premium is based on the
issue age, sex (where permitted by law), death benefit option, and risk class of
the insured.  The monthly death benefit  guarantee premium will be considered to
be zero for any month  that  deductions  are being paid by the Waiver of Monthly
Deductions  Rider. The death benefit  guarantee premium may change if the Policy
face amount is changed, the death benefit option is changed, or a rider is added
or deleted.  As a result of a change,  an additional  premium may be required on
the date of the  change  in order to  satisfy  the new death  benefit  guarantee
premium requirement.  If on any monthly date the death benefit guarantee premium
requirement  is not met,  the  policyowner  will be sent a notice of the premium
required  to  maintain  the  guarantee.  If the  premium is not  received at the
Company's  home  office  prior to the  expiration  of 61 days after the date the
notice is mailed,  the death benefit  guarantee  will no longer be in effect and
the rider will terminate. If the rider terminates, it may not be reinstated.

     If this rider is in force, the death benefit guarantee premium  requirement
is satisfied and the insured is alive on the policy  maturity  date, the Company
will  pay the  policyowner  the  excess,  if any,  of the face  amount  over the
maturity proceeds.

     This rider is available only in those states where it has been approved.

The Contract

     The Policy,  the application  attached to it, any adjustment  applications,
any  amendments  to the  application,  the current  data pages,  and any written
notification  showing change make up the entire contract between the Company and
the  policyowner.  Any  statements  made  in the  application  or an  adjustment
application will be considered representations and not warranties. No statement,
unless  made in an  application,  will be used  to  void a  Policy  (or  void an
adjustment in case of an adjustment application) or to defend against a claim. A
Policy may be  modified by mutual  agreement  between  the  policyowner  and the
Company.  Any  alteration  of the Policy must be in writing and signed by one of
the Company's corporate officers.  No one else,  including the agent, may change
the contract or waive any provisions.

Incontestability

     The Company  will not  contest  the  insurance  coverage  provided  under a
Policy,  except for any subsequent increase in face amount, after the Policy has
been in force  during the lifetime of the insured for a period of two years from
the policy date. This provision does not apply to claims for total disability or
to accidental  death benefits which may be provided by a rider to a Policy.  Any
face amount  increase  made under the  adjustment  options has its own  two-year
contestable period which begins on the effective date of the adjustment.

Misstatements

     If the age or sex of the  insured  has been  misstated  in an  application,
including a reinstatement  application,  the death benefit under the Policy will
be the  Policy's  accumulated  value plus the amount which would be purchased by
the most recent mortality charge at the correct age and sex.

Suicide

     A Policy  does not  cover the risk of  suicide  within  two years  from the
policy  date or two years  from the date of any  increase  in face  amount  with
respect to such increase, whether the insured is sane or insane. In the event of
suicide  within two years of the policy date,  the only liability of the Company
will be a refund of premiums paid,  without interest,  less any policy loans and
loan  interest and any partial  surrenders.  In the event of suicide  within two
years of an  increase  in face  amount,  the only  liability  of the  Company in
respect  to  that  increase  in face  amount  will be a  refund  of the  cost of
insurance for such increase.

Ownership

     The  owner of the  Policy  is as named in the  application.  The  owner may
exercise every right and enjoy every privilege  provided by the Policy,  subject
to the rights of any irrevocable  beneficiary.  All privileges and rights of the
owner  under a Policy end when the owner  surrenders  the  Policy for cash,  the
death  proceeds of the Policy are paid,  or the maturity  proceeds of the Policy
are paid.  Also, if the grace period ends without  receipt by the Company at its
home office of the payment  required to keep the Policy in force, the privileges
and  rights of the owner  terminate  as of the  monthly  date on or  immediately
preceding  the start of the grace  period.  If the owner is not the  insured and
dies  before the  insured,  the insured  becomes the owner  unless the owner has
provided  for a  successor  owner.  The owner may be changed by filing a written
request  with the  Company.  The  Company's  approval is needed and no change is
effective  until the Company  approves the written  request for change of owner.
Once  approved,  the  change is  effective  as of the date the owner  signed the
written  request.  The Company  reserves the right to require that the Policy be
sent to the Company so that the change may be recorded.

Beneficiaries

     The original  beneficiaries and contingent  beneficiaries are designated by
the policyowner on the application.  A primary and/or contingent  beneficiary or
beneficiaries  may be changed by written  request to the Company.  The Company's
approval is needed and no change is  effective  until the Company  approves  the
written  request  for  change  of  beneficiary.  Once  approved,  the  change is
effective as of the date the owner signed the written request.  If changed,  the
primary beneficiary or contingent  beneficiary is as shown in the latest written
change filed with the Company.  One or more primary or contingent  beneficiaries
may be named in the application or a later change request.

Benefit Instructions

     While the insured is alive, the owner may file instructions for the payment
of death  proceeds  under one of the  benefit  options  under the  Policy.  Such
instructions,  or a change of  instructions,  must be made by written request to
the Company.  If the owner changes the beneficiary,  that change will revoke any
prior benefit instructions.

Postponement of Payments

     Payment of any amount  upon total or partial  surrender,  policy  loan,  or
proceeds  payable at death or  maturity  and the right to  transfer  accumulated
value between Divisions may be postponed or suspended whenever: (1) the New York
Stock Exchange is closed other than customary weekend and holiday  closings,  or
trading  on the New York Stock  Exchange  is  restricted  as  determined  by the
Securities and Exchange  Commission;  (2) the Securities and Exchange Commission
by order permits  postponement  for the protection of  policyowners;  or (3) the
Securities  and  Exchange  Commission  requires  that trading be  restricted  or
declares  an  emergency,  as a result of which  disposal  of  securities  is not
reasonably  practicable or it is not reasonably practicable to determine the net
asset value of the Accounts.

Assignment

     The Policy can be assigned as  collateral  for a loan.  The Company must be
notified in writing if the Policy has been  assigned.  Each  assignment  will be
subject  to any  payments  made or  action  taken  by the  Company  prior to its
notification of such assignment. The Company is not responsible for the validity
of an assignment.  An assignment as collateral does not change the owner but the
rights of  beneficiaries,  whenever  named,  become  subordinate to those of the
assignee.

Policy Proceeds

     Death  proceeds  under a Policy will  ordinarily  be paid within seven days
after the Company  receives  due proof of death.  Payments  may be  postponed in
certain  circumstances.  (See  "Postponement of Payments.)  During the insured's
lifetime,  the  policyowner  may arrange for the death  proceeds to be paid in a
lump sum or under one or more of the settlement  options described below.  These
choices are also available if the Policy is surrendered or matures.

     When death proceeds are payable in a lump sum, the  beneficiary  may select
one or more of the settlement options.

     The following options are available:

Option A

     Special Benefit  Arrangement - A specially  designed  benefit option may be
arranged with the Company's approval.

Option B

     Proceeds  Left at  Interest - The Company  will hold the amount  applied on
deposit.  Interest payments will be made annually,  semi-annually,  quarterly or
monthly, as elected.

Option C

     Fixed  Income - The  Company  will pay an  income  of a fixed  amount or an
income for a fixed period not exceeding 30 years.

Option D

     Life Income - The Company will pay an income during a person's lifetime.  A
minimum guaranteed period may be used.

Option E

     Joint and Survivor  Life Income - The Company will pay an income during the
lifetime of two persons,  and continuing  until the death of the survivor.  This
option includes a minimum guaranteed period of 10 years.

Option F

     Joint and Two-Thirds  Survivor Life Income - The Company will pay an income
during the time two persons both remain  alive,  and  two-thirds of the original
amount during the remaining lifetime of the survivor.

     Interest  at a rate set by the  Company,  but never less than  required  by
state law, will be applied to determine the payment under Option B, and any such
interest in excess of the  guaranteed  minimum  will be added to payments  under
Option C.

Participating Policy

     The Policies  share in any  divisible  surplus of the Company.  The Company
will  determine  each  Policy's  share of the  surplus  and will  credit it as a
dividend at the end of each  contract  year.  The Company does not expect to pay
any dividends under the Policy.
Dividends, if any, will be paid in cash.

Right To Exchange Policy

     During the first 24 policy months  following  issuance of a Policy,  except
during a grace  period,  the  policyowner  may exchange the Policy for any other
form of  fixed  benefit  individual  life  insurance  policy  (other  than  term
insurance)  currently  made  available  by the Company  for this  purpose on the
insured's life. At present,  the Company makes a universal life insurance policy
available for exercise of this exchange  right.  Such request must be postmarked
or  delivered  to the home office of the  Company  before the  expiration  of 24
months after the policy date. At the option of the  policyowner,  the new policy
will  provide  either the same death  benefit or the same  amount at risk as the
Policy did at the time of the exchange request. Premiums for the new policy will
be based on the same issue age, sex and risk classification of the insured under
the Policy.  An equitable  adjustment  in the new policy's  payments and cash or
accumulated  values will be made to reflect  variances,  if any, in the payments
and accumulated values under the Policy and the new policy.  Minimum benefits of
the new  policy  will be  fixed  and  guaranteed  and the new  policy  will  not
participate  in the  experience of the Separate  Account.  Policy values will be
determined  as of the date the written  request for  exchange is received at the
Company's  home office.  Evidence of  insurability  will not be required for the
exchange.  No charge will be imposed on the exercise of this exchange privilege.
Any  policy  loan and loan  interest  must be repaid  prior to the  exchange  or
transferred to the new policy. Any benefit riders included as a part of a Policy
may be exchanged,  without evidence of insurability,  for similar benefit riders
on the new policy if both these conditions are met:

     1. The policyowner, in the written request for exchange, indicates that the
        rider or riders should be a part of the new policy; and

     2. The similar benefit rider or riders were available for the new policy on
        the effective date of the benefit rider for the Policy based on the same
        issue age, sex and risk classification of the insured under the Policy.

     The exchange  will be effective  upon proper  receipt by the Company of the
written  request,  any amount  required as an  adjustment  and  surrender of the
Policy.

     The policyowner may also exchange the Policy for a fixed-benefit,  flexible
premium  policy in the event of a  material  change  in  investment  policy of a
Division (see "Addition, Deletion or Substitution of Investments.")

     In  addition,  the  policyowner  has the right to  exchange  a face  amount
increase for a  fixed-benefit,  flexible  premium  policy at any time during the
first 24 months following issuance of Policy data pages reflecting a face amount
increase,  but not  while  the  policy  is in a grace  period  (see  "Adjustment
Options.")

DISTRIBUTION OF THE POLICY

     The Policy will be sold by  individuals  who, in addition to being licensed
and  appointed as life  insurance  agents or brokers for the  Company,  are also
registered representatives of the principal underwriter of the Policies, Princor
Financial  Services  Corporation,  or  of  other  broker-dealers  which  Princor
Financial  Services  Corporation  selects  and  the  Company  approves.  Princor
Financial  Services  Corporation is registered  with the Securities and Exchange
Commission under the Securities Exchange Act of 1934 as a broker-dealer and is a
member of the National  Association  of Securities  Dealers,  Inc. For contracts
distributed by the principal  underwriter  commissions will range between 0% and
50% of premium received in the first year of a Policy (and between 0% and 50% of
premium received in the first year following an adjustment date), up to a target
premium  determined  by a rate per $1,000 of face amount which varies by the age
and sex of the  insured.  In  addition,  commissions  will  include  0% to 4% of
premium received in the first year of the Policy,  above the target premium. For
years  two and  later  of a  Policy,  commissions  will  range  from 0% to 2% of
premiums  received.  A service fee of 0% to 2% is paid on all premiums  received
after the first policy year. In addition,  a persistency  renewal commission may
be paid which ranges from 1.25% to 5.25% of premiums received in the first three
policy years,  depending upon the agent's or broker's total life insurance sales
for the Company.  Expense  allowances  may also be payable to agents and brokers
based upon premiums received.  Commission  amounts for contracts  distributed by
broker-dealers other than the principal underwriter will vary.

   
     For the year ended  December 31, 1997,  the Company paid Princor  Financial
Services Corporation $_________________ to compensate registered representatives
of the principal underwriter.
    

     The  Company  has  entered  into  a  distribution  agreement  with  Princor
Financial Services  Corporation.  Princor Financial Services  Corporation is the
principal  underwriter for Principal Variable Contracts Fund, Inc., a registered
investment  company  organized  by  the  Company.   Princor  Financial  Services
Corporation is a wholly-owned subsidiary of Principal Holding Company. Principal
Holding  Company  is a holding  company  and a  wholly-owned  subsidiary  of the
Company.

OFFICERS AND DIRECTORS OF PRINCIPAL MANAGEMENT CORPORATION

     A complete  list of the officers and directors of the  investment  adviser,
Principal  Management  Corporation,  is provided below.  The principal  business
address for each  officer and director is The  Principal  Financial  Group,  Des
Moines, Iowa 50392.

   
CRAIG R. BARNES             Vice President
CRAIG L. BASSETT            Treasurer
MICHAEL J. BEER             Senior Vice President and Chief Operating Officer
MARY L. BRICKER             Assistant Corporate Secretary
DAVID J. DRURY              Director
ARTHUR S. FILEAN            Vice President
PAUL N. GERMAIN             Assistant Vice President - Operations
ERNEST H. GILLUM            Assistant Vice President - Registered Products
THOMAS J. GRAF              Director
J. BARRY GRISWELL           Chairman of the Board and Director
JOYCE N. HOFFMAN            Vice President and Corporate Secretary
STEPHAN L. JONES            Director and President
RONALD E. KELLER            Director
GREGG R. NARBER             Director
LAYNE A. RASMUSSEN          Controller - Mutual Funds
ELIZABETH R. RING           Controller
MICHAEL J. ROUGHTON         Counsel
JEAN B. SCHUSTEK            Product Compliance Officer - Registered Products
DEWAIN A. SPARRGROVE        Vice President
    

OFFICERS AND DIRECTORS OF PRINCIPAL MUTUAL LIFE INSURANCE COMPANY

     Principal Mutual Life Insurance  Company is managed by a Board of Directors
which is elected by its  policyowners.  The directors and executive  officers of
the  Company,  their  positions  with the  Company,  including  Board  Committee
memberships,  and their principal  occupation during the last five years, are as
follows:

DIRECTORS:
EXECUTIVE OFFICERS (OTHER THAN DIRECTORS):

   
JOHN EDWARD ASCHENBRENNER   Senior Vice President
THOMAS JEFFERSON GAARD      Senior Vice President
MICHAEL HARRY GERSIE        Senior Vice President
THOMAS JOHN GRAF            Senior Vice President
JOHN BARRY GRISWELL         Executive Vice President
RONALD EUGENE KELLER        Executive Vice President
GREGG ROSS NARBER           Senior Vice President and General Counsel
RICHARD LEO PREY            Senior Vice President
CARL CHANSON WILLIAMS       Senior Vice President and Chief Information Officer
    

                                   Principal Occupation
Name, Positions and Offices        During Last 5 Years
- ---------------------------        -------------------
MARY VERMEER ANDRINGA              President and Chief Operating Officer,
Director                           Vermeer Manufacturing Company.
Member, Nominating Committee

RUTH MARGARET DAVIS                President and Chief Executive Officer,
Director                           The Pymatuning Group, Inc.
Member, Nominating Committee

DAVID JAMES DRURY                  Chairman and Chief Executive  Officer,
Director                           Principal Mutual Life Insurance Company since
Chairman  of the  Board            January 1995.  President and Chief  Executive
Chair, Executive Committee         Officer from 1994 - 1995; President from 
                                   1993-1994; Executive Vice President from
                                   1992 - 1993;  Executive Vice President and 
                                   Chief Actuary 1992.

                                   Principal Occupation
Name, Positions and Offices        During Last 5 Years
- ---------------------------        -------------------
CHARLES DANIEL GELATT, JR.         President, NMT Corporation.
Director
Chair, Human Resources Committee
Member, Executive Committee

GERALD DAVID HURD                  Retired. Chairman and Chief Executive
Director                           Officer, Principal Mutual Life Insurance
Member, Executive and              Company 1989 - 1994.
Nominating Committees

THEODORE MURTAGH HUTCHISON         Retired. Vice Chairman, Principal Mutual Life
Director                           Insurance Company August 1994-May 1997. Prior
Member, Nominating Committee       thereto, Executive Vice President.


CHARLES SAMUEL JOHNSON             Chairman, President and Chief Executive
Director                           Officer, Pioneer Hi-Bred International, Inc. 
Member, Audit Committee            since December 1996. President and Chief 
                                   Executive Officer September 1995 - December 
                                   1996. President and Chief Operating Officer 
                                   March 1995 - September 1995. Executive Vice
                                   President 1993 - March 1995. Prior thereto, 
                                   Senior Vice President.

WILLIAM TURNBALL KERR              President & Chief Executive Officer, Meredith
Director                           Corporation since 1997. President and Chief 
Chair, Nominating Committee        Operating Officer 1994 - 1997. Prior thereto,
Member, Executive Committee        Executive Vice President.

LEE LIU                            Chairman and Chief Executive Officer, IES 
Director                           Industries, Inc., since November 1996. Prior
Member, Executive and Human        thereto, Chairman, President and Chief 
Resources Committees               Executive Officer.

VICTOR HENDRIK LOEWENSTEIN         Managing Partner, Egon Zehnder International
Director
Member, Audit Committee

RONALD DALE PEARSON                Chairman, President and Chief Executive 
Director                           Officer, Hy-Vee, Inc.
Member, Human Resources Committee

JOHN ROY PRICE                     Managing Director, The Chase Manhattan 
Director                           Corporation since April, 1996. Prior thereto,
Member, Nominating Committee       Managing Director, Chemical Banking 
                                   Corporation.

DONALD MITCHELL STEWART            President, The College Board.
Director
Member, Human Resources Committee

ELIZABETH EDITH TALLETT            President & CEO of Dioscor, Inc. & Serex, 
Director                           Inc. since 1996. President and Chief 
Chair, Audit Committee             Executive Officer, Transcell Technologies, 
                                   Inc. 1992 - 1996.                            

DEAN DICKSON THORNTON              Retired since 1993. Prior thereto President,
Director                           Boeing Commercial Airplane Group.
Member, Audit Committee

FRED WILLIAM WEITZ                 President, Chairman of the Board  and Chief 
Director                           Executive Officer, Essex Meadows, Inc. since
Member, Human Resources            1995. Prior thereto, President, Chairman of 
Committee                          the Board, and Chief Executive Officer, The
                                   Weitz Corporation and its subsidiaries.

STATE REGULATION OF PRINCIPAL MUTUAL LIFE INSURANCE COMPANY

     The Company is organized under the laws of the State of Iowa and is subject
to regulation by the  Commissioner of Insurance of Iowa. An annual  statement is
filed with the Iowa  Division  of  Insurance  on or before  March 1 of each year
covering the operations and reporting on the financial  condition of the Company
as of December 31 of the preceding year. Periodically, the Commissioner examines
the assets
 and  liabilities  of the Company and the Separate  Account and  verifies  their
adequacy.  A full  examination  of the Company's  operations is conducted by the
National Association of Insurance Commissioners at least every five years.

FEDERAL TAX MATTERS

     The discussion  contained herein is general in nature, is not an exhaustive
discussion of all tax questions that might arise under the policies,  and is not
intended as tax advice.  No attempt is made to consider any applicable  state or
other  tax  laws  and  no  representation  is  made  as  to  the  likelihood  of
continuation of current  federal income tax laws and treasury  regulations or of
current interpretations of the Internal Revenue Service.

     While the  Company  reserves  the right to make  changes  in the  Policy to
assure that it  continues to qualify as life  insurance  for tax  purposes,  the
Company  cannot make any  guarantee  regarding  the future tax  treatment of any
Policy.  For complete  information  on the impact of changes with respect to the
Policy and federal and state  considerations,  a qualified tax advisor should be
consulted.

     The ultimate  effect of federal income taxes on values under the Policy and
on the  economic  benefit to the  policyowner  or  beneficiary  depends upon the
Company's  tax  status,  upon the terms of the Policy and upon the tax status of
the individual concerned.

Tax Status of the Company and the Separate Account

     The Company is taxed as an  insurance  Company  under  Subchapter  L of the
Internal  Revenue  Code of 1986 (the  "Code").  The  Separate  Account  is not a
separate taxable entity and its operations are taken into account by the Company
in determining its income tax liability.  All investment income and realized net
capital  gains on the assets of the separate  account are  reinvested  and taken
into  account in  determining  Policy  Values and are  automatically  applied to
increase the book reserves associated with the policies.  Under existing federal
income tax law,  neither the investment  income nor any net capital gains of the
Separate Account, are taxed to the Company to the extent those items are applied
to increase reserves associated with the policies.

Charges for Taxes

     The  Company  imposes  a  federal  tax  charge  equal to 1.25% of  premiums
received  under the Policy to compensate for the federal income tax liability it
incurs under Section 848 of the Code by reason of its receipt of premiums  under
the Policy.  The Company  believes that this charge is reasonable in relation to
the  increased  tax burden it incurs as a result of Section 848. No other charge
is  currently  made on the  Separate  Account  for federal  income  taxes of the
Company that may be  attributable  to the Separate  Account.  Periodically,  the
Company reviews the  appropriateness  of charges to the Separate Account for the
Company's  federal  income  taxes,  and in the future,  a charge may be made for
federal  income  taxes  incurred by the  Company  that are  attributable  to the
Separate Account. In addition,  depending on the method of calculating  interest
on Policy Values  allocated to the Fixed  Account,  a charge may also be imposed
for the Policy's share of the Company's federal income taxes attributable to the
Fixed Account.

     Under current laws, the Company may incur state or local taxes (in addition
to  premium  taxes)  in  several  states.  At  present,   these  taxes  are  not
significant.  If there is a  material  change in  applicable  state or local tax
laws,  the Company  reserves  the right to charge the  Separate  Account for the
portion of such taxes, if any, attributable to the Separate Account.

Diversification Standards

     In  addition  to other  requirements  imposed  by the Code,  a Policy  will
qualify  as  life  insurance   under  the  Code  only  if  the   diversification
requirements  of Code Section  817(h) are satisfied by each Separate  Account in
which any of the Policy Values are held. To assure that each Policy continues to
qualify as life insurance for federal income tax purposes,  the Company  intends
to comply with Code Section 817(h) and the regulations thereunder.

Life Insurance Status of Policy

     The Company believes that the Policy meets the statutory definition of life
insurance  under Code Section 7702 and that the  policyowner  and beneficiary of
any Policy will receive the same federal  income tax  treatment as that accorded
to  owners  and   beneficiaries  of  fixed  benefit  life  insurance   policies.
Specifically,  the death benefit  under the Policy will be  excludable  from the
gross income of the  beneficiary  subject to the terms and conditions of Section
101(a)(1) of the Code. (Death benefits under a "modified  endowment contract" as
discussed  below are  treated in the same  manner as death  benefits  under life
insurance contracts that are not so classified.)

     In addition, unless the Policy is a "modified endowment contract," in which
case the  receipt of any loan under the  Policy  may  result in  recognition  of
income  to  the  policyowner,  the  policyowner  will  not  be  deemed  to be in
constructive receipt of the Policy Values,  including increments thereon,  under
the Policy  until  proceeds of the Policy are  received  upon a total or partial
surrender of the Policy.

Modified Endowment Contract Status

     A  Policy  will  be a  modified  endowment  contract  if it  satisfies  the
definition of life insurance set out in the Internal Revenue Code, but it either
fails  the  additional  "7-pay  test"  set  forth in Code  Section  7702A or was
received in exchange for a modified endowment  contract.  A Policy will fail the
7-pay test if the accumulated  amount paid under the contract at any time during
the first seven  contract  years exceeds the total premiums that would have been
payable  under a Policy  providing for  guaranteed  benefits upon the payment of
seven level  annual  premiums.  A Policy  received  in  exchange  for a modified
endowment  contract  will be taxed as a modified  endowment  contract even if it
would otherwise satisfy the 7-pay test.

      While the 7-pay  test is  generally  applied  as of the time the Policy is
issued,  certain  changes in the  contractual  terms of a Policy will  require a
Policy to be retested to  determine  whether the change has caused the Policy to
become a modified endowment contract. For example, a reduction in death benefits
during the first seven contract years will cause the Policy to be retested as if
it had originally been issued with the reduced death benefit.

     In addition,  if a "material change" occurs at any time while the Policy is
in force,  a new 7-pay test  period  will  start and the Policy  will need to be
retested to determine  whether it  continues  to meet the 7-pay test.  The term"
material change" generally  includes  increases in death benefits,  but does not
include an increase in death  benefits which is  attributable  to the payment of
premiums necessary to fund the lowest level of death benefits payable during the
first  seven  contract  years,  or which is  attributable  to the  crediting  of
interest with respect to such premiums.

     Because the Policy provides for flexible premium payments,  the Company has
instituted  procedures  to  monitor  whether  increases  in  death  benefits  or
additional  premium  payments  cause either the start of a new  seven-year  test
period or the  taxation  of  distributions  and loans.  All  additional  premium
payments will be considered in these determinations.

     If a Policy  fails the 7-pay  test,  all  distributions  (including  loans)
occurring in the year of failure and thereafter will be subject to the rules for
modified endowment  contracts.  A recapture  provision also applies to loans and
distributions that are received in anticipation of failing the 7-pay test. Under
the Code, any  distribution or loan made within two years prior to the date that
a Policy fails the 7-pay test is considered to have been made in anticipation of
the failure.

Policy Surrenders and Partial Surrenders

     Upon a total surrender of a Policy, the policyowner will recognize ordinary
income for federal  tax  purposes  to the extent  that the net  surrender  value
exceeds the  investment  in the contract (the total of all premiums paid but not
previously  recovered plus any other consideration paid for the Policy). The tax
consequences  of a partial  surrender from a Policy will depend upon whether the
partial surrender results in a reduction of future benefits under the Policy and
whether the Policy is a modified endowment contract.

     If the Policy is not a modified  endowment  contract,  the general  rule is
that a partial  surrender  from a Policy is taxable  only to the extent  that it
exceeds the total investment in the contract.  An exception to this general rule
applies,  however,  if a reduction of future benefits occurs during the first 15
years after a Policy is issued and there is a cash distribution  associated with
that  reduction.  In such a case, the Code  prescribes a formula under which the
policyowner  may be taxed on all or a part of the amount  distributed.  After 15
years,  cash  distributions  from a  Policy  that  is not a  modified  endowment
contract  will not be subject to federal  income tax,  except to the extent they
exceed  the total  investment  in the  contract.  The  Company  suggests  that a
policyowner consult with a tax advisor in advance of a proposed decrease in face
amount or a partial  surrender.  In addition,  any amounts  distributed  under a
"modified  endowment  contract"  (including proceeds of any loan) are taxable to
the extent of any accumulated income in the Policy. In general, the amount which
may be  subject  to tax is the  excess of the  Policy  Value  (both  loaned  and
unloaned) over the previously unrecovered premiums paid.

     Under certain  circumstances,  a  distribution  under a modified  endowment
contract  (including a loan) may be taxable even though it exceeds the amount of
accumulated  income  in the  Policy.  This can occur  because  for  purposes  of
determining the amount of income  received upon a distribution  (or loan) from a
modified endowment  contract,  the Code requires the aggregation of all modified
endowment  contracts  issued  to the  same  policyowner  by an  insurer  and its
affiliates  within the same calendar year.  Therefore,  loans and  distributions
from any one such Policy are taxable to the extent of the income  accumulated in
all the modified endowment contracts required to be so aggregated.

     If any  amount is  taxable  as a  distribution  of income  under a modified
endowment  contract (as a result of a total surrender,  a partial surrender or a
loan),  it may also be subject to a 10%  penalty tax under Code  Section  72(v).
Limited  exceptions  from the  additional  penalty tax are available for certain
distributions  to  individual  policyowners.  The  penalty tax will not apply to
distributions:  (i) that are made on or after the date the taxpayer  attains age
59 1/2; or (ii) that are attributable to the taxpayer's  becoming  disabled;  or
(iii) that are part of a series of substantial equal periodic payments (made not
less  frequently  than  annually)  made for the life or life  expectancy  of the
taxpayer.

Policy Loans and Interest Deductions

     The Company also believes  that under  current law any loan received  under
the Policy will be treated as a Policy debt of a  policyowner  and that,  unless
the Policy is a modified endowment contract,  no part of any loan under a Policy
will constitute income to the policyowner. If the Policy is a modified endowment
contract (see discussion above) loans will be fully taxable to the extent of the
income  in the  Policy  (and  in any  other  contracts  with  which  it  must be
aggregated) and could be subject to the additional 10 percent tax.

     Code Section 264 imposes stringent limitations on the deduction of interest
paid or accrued on loans in  connection  with a Policy.  In addition,  under the
"personal" interest  limitation  provisions of Code Section 163, no deduction is
allowed for  interest on any Policy loan if the  proceeds  are used for personal
purposes,  even if the Policy and loan otherwise meet the  requirements  of Code
Section 264. The limitations on deductibility of personal interest may not apply
to  disallow  all or part of the  interest  expense as a  deduction  if the loan
proceeds are used for "trade or business" or "investment"  purposes. The Company
suggests consultation with a tax advisor for further guidance.

Corporate Alternative Minimum Tax

     Ownership  of a  Policy  by a  corporation  may  affect  the  policyowner's
exposure to the corporate  alternative maximum tax. In determining whether it is
subject  to  alternative  minimum  tax a  corporate  policyowner  must  make two
computations.  First,  the  corporation  must take into account a portion of the
current year's  increase in the built-in gain in its  corporate-owned  policies.
Second,  the corporation must take into account a portion of the amount by which
the death benefits  received under any Policy exceed the sum of (i) the premiums
paid on that Policy in the year of death,  and (ii) the  corporation's  basis in
the Policy (as measured for  alternative  minimum tax purposes) as of the end of
the corporation's tax year immediately preceding the year of death.

Exchange or Assignment of Policies

     A change of the  policyowner or the insured or an exchange or assignment of
a Policy may have significant tax consequences  depending on the  circumstances.
For example,  an assignment or exchange of a Policy may result in taxable income
to the transferring policyowner.  Further, Code Section 101(a) provides, subject
to certain exceptions,  that where a Policy has been transferred for value, only
the portion of the death benefit which is equal to the total  consideration paid
for the Policy may be excluded from gross income. For complete  information with
respect to Policy  assignments and exchanges,  a qualified tax advisor should be
consulted.

Withholding

     Under  Section 3405 of the Code,  withholding  is generally  required  with
respect to certain taxable distributions under insurance contracts.  In the case
of periodic  payments  (payments made as an annuity or on a similar basis),  the
withholding is at graduated rates (as though the payments were employee  wages).
With respect to non-periodic distributions, the withholding is at a flat rate of
10%. A Policyholder can elect to have either  non-periodic or periodic  payments
made without  withholding  except  where the  policyowner's  tax  identification
number has not been furnished to the Company or the Internal Revenue Service has
notified  the  Company  that  the tax  identification  number  furnished  by the
policyowner is incorrect.

Taxation of Accelerated Death Benefits

     The Company provides  accelerated  death benefits based upon a lien method.
It  is  unclear  whether  benefits  paid  under  this  rider  are  taxable.  For
information  regarding  taxation of accelerated death benefits,  a qualified tax
advisor should be consulted.

Other Tax Issues

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

EMPLOYEE BENEFIT PLANS

     Employers and employee  organizations should consider, in consultation with
counsel, the impact of Title VII of the Civil Rights Act of 1964 on the purchase
of a Policy in connection with an employment-related  insurance or benefit plan.
The United States Supreme Court held, in the 1983 decision of Arizona  Governing
Committee v. Norris,  that,  under Title VII,  optional annuity benefits under a
deferred  compensation  plan  could not vary on the basis of sex.  Policies  are
available  for use in  connection  with such  employment-related  insurance  and
benefit plans which do not vary in any respect  between male and female insureds
of a particular age and underwriting classification.

LEGAL PROCEEDINGS

     There are no legal  proceedings to which the Separate Account is a party or
to which the assets of any of the Divisions thereof are subject.  The Company is
not involved in any litigation that is of material importance in relation to its
total assets or that relate to the Separate Account.

LEGAL OPINION

     Legal matters  applicable to the issue and sale of the Policies,  including
the right of the Company to issue  Policies  under Iowa insurance law, have been
passed upon by G. R. Narber,  Senior Vice  President and General  Counsel of the
Company.

INDEPENDENT AUDITORS

     The  financial  statements  of  Principal  Mutual  Life  Insurance  Company
Variable Life Separate Account and the consolidated  financial statements of The
Principal  Financial  Group(R)  (comprised  of Principal  Mutual Life  Insurance
Company and its subsidiaries) which are included in this registration  statement
have been audited by Ernst & Young LLP,  independent  auditors,  for the periods
indicated in their reports  thereon which appear  elsewhere in the  registration
statement.

REGISTRATION STATEMENT

     A  registration  statement  has been  filed with the  Commission  under the
Securities Act of 1933, as amended, with respect to the Policies offered hereby.
This  Prospectus  does  not  contain  all  the  information  set  forth  in  the
registration  statement  and the  amendments  and  exhibits to the  registration
statement to all of which reference is made for further  information  concerning
the Separate  Account,  the Company and the Policy  offered  hereby.  Statements
contained  in this  Prospectus  as to the contents of the Policy and other legal
instruments  are  summaries.  For a  complete  statement  of the terms  thereof,
reference is made to such instruments as filed.

FINANCIAL STATEMENTS

     The consolidated  financial  statements of The Principal Financial Group(R)
(comprised  of the  Company  and its  subsidiaries)  which are  included in this
Prospectus should be considered only as bearing on the ability of the Company to
meet its obligations under the Policy.  They should not be considered as bearing
on the investment performance of the assets held in the Separate Account.
       
<PAGE>

                                    APPENDIX

                ILLUSTRATIONS OF POLICY VALUES AND DEATH BENEFITS

     The  following  illustrations  have been  prepared  to help show how values
under the  Policies  change with  investment  performance  and  differing  death
benefit options. The illustrations show how death benefits and values would vary
over time if the return on assets held by the Mutual Funds were uniform,  gross,
after tax,  annual  rates of 0%, 4%, 8% and 12%.  The death  benefits and values
would be different  from those shown if the return  averaged 0%, 4%, 8% and 12%,
but fluctuated  above and below those averages  during  individual  years.  Both
Death Benefit Option 1 and Death Benefit Option 2 are illustrated.

     The four  illustrations set out show hypothetical  policies issued to males
age 35 in the non-smoker rating classification.  The Policies are illustrated on
the basis of $1,000 planned  periodic  annual premium and a face amount at issue
of  $100,000.  The first and third  illustrations  show the  selection  of Death
Benefit Option 1; the second and fourth, Death Benefit Option 2.

     The illustrations  reflect all of the contract  charges.  Each illustration
reflects the surrender  charges and the premium expense charge which consists of
a 5% sales  load and a charge  for  state  premium  taxes of 2%.  The  first two
illustrations  reflect the Company's current  administration charge of $4.75 per
month and current cost of insurance  charges which are lower than the guaranteed
maximum cost of insurance  charges  based on the 1980 CS0 Mortality  Table.  The
third and fourth  illustrations  reflect the guaranteed  maximum  administration
charge of $5 per month and the guaranteed maximum cost of insurance charges.

     The amounts shown for death  benefits and values in all four  illustrations
reflect  the fact  that the net  investment  return  on the  assets  held by the
Divisions  of the  Separate  Account  is lower  than the gross  return.  This is
because  deductions  are made from the gross  return to reflect the daily charge
made to the Separate Account for assuming mortality and expense risks; the daily
investment  advisory fees incurred by the Mutual Funds; and the direct operating
expenses  of the Mutual  Funds.  The  charge for  mortality  and  expense  risks
reflected in the first two  illustrations is the Company's  current charge which
is at an annual rate of 0.75% of the average daily assets of the Divisions.  The
third and fourth illustrations reflect the guaranteed mortality and expense risk
charge  which is at an annual  rate of 0.90%.  The  investment  advisory  fee is
assumed  to be an annual  rate of .55% of the  average  daily net  assets of the
Mutual Funds,  but the maximum  investment  advisory fee for  Principal  Capital
Accumulation  Fund, Inc. is 0.48%,  for Principal  Money Market Fund,  Inc., and
Principal  Bond Fund,  Inc. , 0.50%,  for Principal  High Yield Fund,  Inc., and
Principal  Balanced Fund, Inc.,  0.60%, and for Principal  Emerging Growth Fund,
Inc.,  0.60%. The charge for Mutual Fund direct operating  expenses is estimated
to be an  annual  rate of .04% of the  average  daily net  assets of the  Mutual
Funds.  This  illustrated .04% charge is based on the assumption that the direct
operating  expenses of the Mutual  Funds will  continue  at levels  historically
experienced.  The direct  operating  expense of the Mutual Funds may decrease or
increase in the future making operating expenses actually incurred by the Mutual
Funds differ from the .04% assumed  rate shown in the  illustrations.  Deducting
these  charges  from the gross  returns  of 0%,  4%, 8% and 12%  results  in net
investment returns in the first two illustrations of -1.35%,  2.65%,  6.65%, and
10.65% and in the third and fourth  illustrations of -1.50%,  2.50%,  6.50%, and
10.50%.

     The four  illustrations  are based on the assumption that payments are made
in accordance with a $1,000 annual planned  periodic premium  schedule,  that no
changes in death  benefit  option or face  amount  are made,  and that no policy
loans or surrenders occur.  Upon request,  the Company will prepare a comparable
illustration   reflecting   the  proposed   insured's   actual  age,  sex,  risk
classification and desired policy features.

<PAGE>
<TABLE>
<CAPTION>
                     PRINCIPAL MUTUAL LIFE INSURANCE COMPANY
                               FLEX VARIABLE LIFE
PLANNED PREMIUM $1,000 
MALE AGE 35 NON-SMOKER 
Initial Face Amount $100,000
ASSUMING CURRENT CHARGES 
Death Benefit Option 1


                                       Death Benefit (2)                                Accumulated Value (2)                       
                                  Assuming Hypothetical Gross                        Assuming Hypothetical Gross                    
 End of                          Annual Investment Return of                        Annual Investment Return of                     
  Year     Accumulated
 Policy   Premiums (1)      0%          4%          8%          12%          0%          4%          8%          12%         0%     
                       (-1.35% Net) (2.65% Net) (6.65% Net)(10.65% Net) (-1.35% Net) (2.65% Net) (6.65% Net)(10.65% Net)(-1.35% Net)
<S> <C>     <C>          <C>        <C>         <C>          <C>       <C>        <C>         <C>       <C>              <C>        
    1       $1,050       $100,000   $100,000    $100,000     $100,000  $    693   $     725   $     756 $        788     $   366    
    2        2,153        100,000    100,000     100,000      100,000     1,368       1,460       1,555        1,652       1,041    
    3        3,310        100,000    100,000     100,000      100,000     2,024       2,205       2,394        2,595       1,697    
    4        4,526        100,000    100,000     100,000      100,000     2,660       2,957       3,278        3,626       2,374    
    5        5,802        100,000    100,000     100,000      100,000     3,276       3,717       4,208        4,754       3,031    
    6        7,142        100,000    100,000     100,000      100,000     3,868       4,482       5,183        5,986       3,664    
    7        8,549        100,000    100,000     100,000      100,000     4,437       5,252       6,208        7,333       4,273    
    8       10,027        100,000    100,000     100,000      100,000     4,981       6,025       7,284        8,807       4,859    
    9       11,578        100,000    100,000     100,000      100,000     5,500       6,802       8,414       10,419       5,419    
   10       13,207        100,000    100,000     100,000      100,000     5,996       7,582       9,604       12,189       5,955    
   11       14,917        100,000    100,000     100,000      100,000     6,472       8,371      10,861       14,136       6,472    
   12       16,713        100,000    100,000     100,000      100,000     6,927       9,167      12,188       16,279       6,927    
   13       18,599        100,000    100,000     100,000      100,000     7,360       9,970      13,591       18,639       7,360    
   14       20,579        100,000    100,000     100,000      100,000     7,771      10,778      15,073       21,239       7,771    
   15       22,657        100,000    100,000     100,000      100,000     8,160      11,593      16,641       24,107       8,160    
   16       24,840        100,000    100,000     100,000      100,000     8,524      12,412      18,299       27,272       8,524    
   17       27,132        100,000    100,000     100,000      100,000     8,863      13,235      20,054       30,766       8,863    
   18       29,539        100,000    100,000     100,000      100,000     9,175      14,060      21,910       34,625       9,175    
   19       32,066        100,000    100,000     100,000      100,000     9,459      14,886      23,874       38,890       9,459    
   20       34,719        100,000    100,000     100,000      100,000     9,715      15,713      25,955       43,610       9,715    
30(Age 65)  69,761        100,000    100,000     100,000      158,252     9,783      23,223      55,067      129,714       9,783    
</TABLE>
                     PRINCIPAL MUTUAL LIFE INSURANCE COMPANY
                               FLEX VARIABLE LIFE
PLANNED PREMIUM $1,000 
MALE AGE 35 NON-SMOKER 
Initial Face Amount $100,000
ASSUMING CURRENT CHARGES 
Death Benefit Option 1

         
         
              Surrender Value (2)                 
          Assuming Hypothetical Gross             
 End of  Annual Investment Return of              
  Year                                            
 Policy        4%          8%          12%        
           (2.65% Net) (6.65% Net)(10.65% Net)    
    1    $     398   $     429  $      461        
    2        1,133       1,228       1,325        
    3        1,878       2,067       2,268        
    4        2,671       2,992       3,340        
    5        3,472       3,962       4,509        
    6        4,278       4,979       5,782        
    7        5,088       6,045       7,169        
    8        5,903       7,162       8,684        
    9        6,720       8,333      10,338        
   10        7,542       9,563      12,148        
   11        8,371      10,861      14,136        
   12        9,167      12,188      16,279        
   13        9,970      13,591      18,639        
   14       10,778      15,073      21,239        
   15       11,593      16,641      24,107        
   16       12,412      18,299      27,272        
   17       13,235      20,054      30,766        
   18       14,060      21,910      34,625        
   19       14,886      23,874      38,890        
   20       15,713      25,955      43,610        
30(Age 65)  23,223      55,067     129,714        


(1) Assumes net interest of 5% compounded annually.

(2) Assumes no policy loan has been made.

The death benefit, accumulated value and surrender value will differ if premiums
are  paid in  different  amounts  or  frequencies.  It is  emphasized  that  the
hypothetical investment results are illustrative only and should not be deemed a
representation of past or future investment  results.  Actual investment results
may be more or less than those shown. The death benefit,  accumulated  value and
surrender value for a policy would be different from those shown if actual rates
of investment  return applicable to the policy averaged 0%, 4%, 8% or 12% over a
period of years,  but also fluctuated above or below that average for individual
policy years.  The death benefit,  accumulated  value and surrender  value for a
policy would also be different  from those  shown,  depending on the  investment
allocations  made to the  investment  divisions of the separate  account and the
different  rates  of  return  of the Fund  portfolios,  if the  actual  rates of
investment  return  applicable  to the policy  averaged  0%, 4%, 8% or 12%,  but
varied above or below that average for individual divisions.  No representations
can be made that these  hypothetical rates of return can be achieved for any one
year or sustained over any period of time.


<PAGE>
<TABLE>
<CAPTION>

PRINCIPAL MUTUAL LIFE INSURANCE COMPANY
FLEX VARIABLE LIFE
PLANNED PREMIUM $1,000
MALE AGE 35 NON-SMOKER
Initial Face Amount $100,000
ASSUMING CURRENT CHARGES
Death Benefit Option 2


                                      Death Benefit (2)                                Accumulated Value (2)                        
                                 Assuming Hypothetical Gross                        Assuming Hypothetical Gross                     
 End of                          Annual Investment Return of                        Annual Investment Return of                     
  Year     Accumulated
 Policy   Premiums (1)      0%          4%          8%          12%          0%          4%          8%          12%         0%     
                       (-1.35% Net) (2.65% Net) (6.65% Net)(10.65% Net) (-1.35% Net) (2.65% Net) (6.65% Net)(10.65% Net)(-1.35% Net)
<S> <C>     <C>          <C>        <C>         <C>          <C>        <C>       <C>          <C>       <C>             <C>        
    1       $1,050       $100,000   $100,000    $100,000     $100,000   $   693   $     725    $     756 $       788     $   366    
    2        2,153        100,000    100,000     100,000      100,000     1,368       1,460        1,555       1,652       1,041    
    3        3,310        100,000    100,000     100,000      100,000     2,024       2,205        2,394       2,595       1,697    
    4        4,526        100,000    100,000     100,000      100,000     2,660       2,957        3,278       3,626       2,374    
    5        5,802        100,000    100,000     100,000      100,000     3,276       3,717        4,208       4,754       3,031    
    6        7,142        100,000    100,000     100,000      100,000     3,868       4,482        5,183       5,986       3,664    
    7        8,549        100,000    100,000     100,000      100,000     4,437       5,252        6,208       7,333       4,273    
    8       10,027        100,000    100,000     100,000      100,000     4,981       6,025        7,284       8,807       4,859    
    9       11,578        100,000    100,000     100,000      100,000     5,500       6,802        8,414      10,419       5,419    
   10       13,207        100,000    100,000     100,000      100,000     5,996       7,582        9,604      12,189       5,955    
   11       14,917        100,000    100,000     100,000      100,000     6,472       8,371       10,861      14,136       6,472    
   12       16,713        100,000    100,000     100,000      100,000     6,927       9,167       12,188      16,279       6,927    
   13       18,599        100,000    100,000     100,000      100,000     7,360       9,970       13,591      18,639       7,360    
   14       20,579        100,000    100,000     100,000      100,000     7,771      10,778       15,073      21,239       7,771    
   15       22,657        100,000    100,000     100,000      100,000     8,160      11,593       16,641      24,107       8,160    
   16       24,840        100,000    100,000     100,000      100,000     8,524      12,412       18,299      27,272       8,524    
   17       27,132        100,000    100,000     100,000      100,000     8,863      13,235       20,054      30,766       8,863    
   18       29,539        100,000    100,000     100,000      100,000     9,175      14,060       21,910      34,625       9,175    
   19       32,066        100,000    100,000     100,000      100,000     9,459      14,886       23,874      38,890       9,459    
   20       34,719        100,000    100,000     100,000      100,000     9,715      15,713       25,955      43,610       9,715    
30(Age 65)  69,761        100,000    100,000     100,000      158,252     9,783      23,223       55,067     129,714       9,783    
</TABLE>
PRINCIPAL MUTUAL LIFE INSURANCE COMPANY
FLEX VARIABLE LIFE
PLANNED PREMIUM $1,000
MALE AGE 35 NON-SMOKER
Initial Face Amount $100,000
ASSUMING CURRENT CHARGES
Death Benefit Option 2



              Surrender Value (2)              
          Assuming Hypothetical Gross          
 End of   Annual Investment Return of          
  Year                                         
 Policy         4%          8%          12%    
            (2.65% Net) (6.65% Net)(10.65% Net)
    1     $     398    $    429 $       461    
    2         1,133       1,228       1,325    
    3         1,878       2,067       2,268    
    4         2,671       2,992       3,340    
    5         3,472       3,962       4,509    
    6         4,278       4,979       5,782    
    7         5,088       6,045       7,169    
    8         5,903       7,162       8,684    
    9         6,720       8,333      10,338    
   10         7,542       9,563      12,148    
   11         8,371      10,861      14,136    
   12         9,167      12,188      16,279    
   13         9,970      13,591      18,639    
   14        10,778      15,073      21,239    
   15        11,593      16,641      24,107    
   16        12,412      18,299      27,272    
   17        13,235      20,054      30,766    
   18        14,060      21,910      34,625    
   19        14,886      23,874      38,890    
   20        15,713      25,955      43,610    
30(Age 65)   23,223      55,067     129,714    
          

(1) Assumes net interest of 5% compounded annually.

(2) Assumes no policy loan has been made.

The death benefit, accumulated value and surrender value will differ if premiums
are  paid in  different  amounts  or  frequencies.  It is  emphasized  that  the
hypothetical investment results are illustrative only and should not be deemed a
representation of past or future investment  results.  Actual investment results
may be more or less than those shown. The death benefit,  accumulated  value and
surrender value for a policy would be different from those shown if actual rates
of investment  return applicable to the policy averaged 0%, 4%, 8% or 12% over a
period of years,  but also fluctuated above or below that average for individual
policy years.  The death benefit,  accumulated  value and surrender  value for a
policy would also be different  from those  shown,  depending on the  investment
allocations  made to the  investment  divisions of the separate  account and the
different  rates  of  return  of the Fund  portfolios,  if the  actual  rates of
investment  return  applicable  to the policy  averaged  0%, 4%, 8% or 12%,  but
varied above or below that average for individual divisions.  No representations
can be made that these  hypothetical rates of return can be achieved for any one
year or sustained over any period of time.

<TABLE>
<CAPTION>
PRINCIPAL MUTUAL LIFE INSURANCE COMPANY
FLEX VARIABLE LIFE
PLANNED PREMIUM $1,000
MALE AGE 35 NON-SMOKER
Initial Face Amount $100,000
ASSUMING GUARANTEED CHARGES
Death Benefit Option 1

 
                                     Death Benefit (2)                                Accumulated Value (2)                         
                                Assuming Hypothetical Gross                        Assuming Hypothetical Gross                      
End of                          Annual Investment Return of                        Annual Investment Return of                      
 Year     Accumulated
Policy   Premiums (1)      0%          4%          8%          12%          0%          4%          8%          12%         0%      
                      (-1.50% Net) (2.50% Net) (6.50% Net)(10.50% Net) (-1.50% Net) (2.50% Net) (6.50% Net)(10.50% Net)(-1.50% Net) 
<S>    <C>             <C>         <C>         <C>          <C>        <C>        <C>        <C>       <C>              <C>         
  1    $    1,050      $100,000    $100,000    $100,000     $100,000   $   686    $    718   $     750 $       782      $   359     
  2         2,153       100,000     100,000     100,000      100,000     1,355       1,446       1,540       1,637        1,028     
  3         3,310       100,000     100,000     100,000      100,000     2,003       2,182       2,370       2,569        1,676     
  4         4,526       100,000     100,000     100,000      100,000     2,630       2,924       3,242       3,586        2,344     
  5         5,802       100,000     100,000     100,000      100,000     3,236       3,672       4,157       4,697        2,991     
  6         7,142       100,000     100,000     100,000      100,000     3,818       4,423       5,117       5,908        3,613     
  7         8,549       100,000     100,000     100,000      100,000     4,375       5,178       6,122       7,230        4,212     
  8        10,027       100,000     100,000     100,000      100,000     4,908       5,935       7,177       8,674        4,785     
  9        11,578       100,000     100,000     100,000      100,000     5,414       6,693       8,281      10,252        5,333     
  10       13,207       100,000     100,000     100,000      100,000     5,893       7,450       9,439      11,976        5,852     
  11       14,917       100,000     100,000     100,000      100,000     6,342       8,204      10,650      13,860        6,342     
  12       16,713       100,000     100,000     100,000      100,000     6,761       8,953      11,917      15,921        6,761     
  13       18,599       100,000     100,000     100,000      100,000     7,147       9,696      13,244      18,177        7,147     
  14       20,579       100,000     100,000     100,000      100,000     7,498      10,431      14,631      20,649        7,498     
  15       22,657       100,000     100,000     100,000      100,000     7,813      11,154      16,082      23,358        7,813     
  16       24,840       100,000     100,000     100,000      100,000     8,087      11,862      17,599      26,329        8,087     
  17       27,132       100,000     100,000     100,000      100,000     8,316      12,549      19,180      29,587        8,316     
  18       29,539       100,000     100,000     100,000      100,000     8,494      13,209      20,828      33,164        8,494     
  19       32,066       100,000     100,000     100,000      100,000     8,614      13,836      22,542      37,092        8,614     
  20       34,719       100,000     100,000     100,000      100,000     8,671      14,422      24,323      41,411        8,671     
30(Age 65) 69,761       100,000     100,000     100,000      145,191     3,935      16,069      46,382     119,009        3,935     
</TABLE>


<PAGE>

PRINCIPAL MUTUAL LIFE INSURANCE COMPANY
FLEX VARIABLE LIFE
PLANNED PREMIUM $1,000
MALE AGE 35 NON-SMOKER
Initial Face Amount $100,000
ASSUMING GUARANTEED CHARGES
Death Benefit Option 1


             Surrender Value (2)                
          Assuming Hypothetical Gross           
End of    Annual Investment Return of           
 Year                                           
Policy         4%          8%          12%      
           (2.50% Net) (6.50% Net)(10.50% Net)  
  1       $    391   $     423   $     455      
  2          1,119       1,213       1,310      
  3          1,855       2,043       2,242      
  4          2,637       2,956       3,300      
  5          3,426       3,912       4,452      
  6          4,219       4,912       5,704      
  7          5,015       5,959       7,067      
  8          5,812       7,054       8,552      
  9          6,611       8,200      10,170      
  10         7,409       9,398      11,935      
  11         8,204      10,650      13,860      
  12         8,953      11,917      15,921      
  13         9,696      13,244      18,177      
  14        10,431      14,631      20,649      
  15        11,154      16,082      23,358      
  16        11,862      17,599      26,329      
  17        12,549      19,180      29,587      
  18        13,209      20,828      33,164      
  19        13,836      22,542      37,092      
  20        14,422      24,323      41,411      
30(Age 65)  16,069      46,382     119,009      
          
(1) Assumes net interest of 5% compounded annually.  
                                                     
(2) Assumes no policy loan has been made.            
                                                     
The death benefit, accumulated value and surrender value will differ if premiums
are  paid in  different  amounts  or  frequencies.  It is  emphasized  that  the
hypothetical investment results are illustrative only and should not be deemed a
representation of past or future investment  results.  Actual investment results
may be more or less than those shown. The death benefit,  accumulated  value and
surrender value for a policy would be different from those shown if actual rates
of investment  return applicable to the policy averaged 0%, 4%, 8% or 12% over a
period of years,  but also fluctuated above or below that average for individual
policy years.  The death benefit,  accumulated  value and surrender  value for a
policy would also be different  from those  shown,  depending on the  investment
allocations  made to the  investment  divisions of the separate  account and the
different  rates  of  return  of the Fund  portfolios,  if the  actual  rates of
investment  return  applicable  to the policy  averaged  0%, 4%, 8% or 12%,  but
varied above or below that average for individual divisions.  No representations
can be made that these  hypothetical rates of return can be achieved for any one
year or sustained over any period of time.
<PAGE>
<TABLE>
<CAPTION>
PRINCIPAL MUTUAL LIFE INSURANCE COMPANY
FLEX VARIABLE LIFE
PLANNED PREMIUM $1,000
MALE AGE 35 NON-SMOKER
Initial Face Amount $100,000
ASSUMING GUARANTEED CHARGES
Death Benefit Option 2

 
                                     Death Benefit (2)                                Accumulated Value (2)                         
                                Assuming Hypothetical Gross                        Assuming Hypothetical Gross                      
End of                          Annual Investment Return of                        Annual Investment Return of                      
 Year     Accumulated
Policy   Premiums (1)      0%          4%          8%          12%          0%          4%          8%          12%         0%      
                      (-1.50% Net) (2.50% Net) (6.50% Net)(10.50% Net) (-1.50% Net) (2.50% Net) (6.50% Net)(10.50% Net)(-1.50% Net) 
<S>         <C>         <C>         <C>         <C>         <C>        <C>       <C>         <C>           <C>           <C>        
   1        1,050       $100,000    $100,000    $100,000    $100,000   $   359   $     391   $      423    $    455      $  686     
   2        2,153        100,000     100,000     100,000     100,000     1,028       1,119        1,213       1,310       1,355     
   3        3,310        100,000     100,000     100,000     100,000     1,676       1,855        2,043       2,242       2,003     
   4        4,526        100,000     100,000     100,000     100,000     2,344       2,637        2,956       3,300       2,630     
   5        5,802        100,000     100,000     100,000     100,000     2,991       3,426        3,912       4,452       3,236     
   6        7,142        100,000     100,000     100,000     100,000     3,613       4,219        4,912       5,704       3,818     
   7        8,549        100,000     100,000     100,000     100,000     4,212       5,015        5,959       7,067       4,375     
   8       10,027        100,000     100,000     100,000     100,000     4,785       5,812        7,054       8,552       4,908     
   9       11,578        100,000     100,000     100,000     100,000     5,333       6,611        8,200      10,170       5,414     
  10       13,207        100,000     100,000     100,000     100,000     5,852       7,409        9,398      11,935       5,893     
  11       14,917        100,000     100,000     100,000     100,000     6,342       8,204       10,650      13,860       6,342     
  12       16,713        100,000     100,000     100,000     100,000     6,761       8,953       11,917      15,921       6,761     
  13       18,599        100,000     100,000     100,000     100,000     7,147       9,696       13,244      18,177       7,147     
  14       20,579        100,000     100,000     100,000     100,000     7,498      10,431       14,631      20,649       7,498     
  15       22,657        100,000     100,000     100,000     100,000     7,813      11,154       16,082      23,358       7,813     
  16       24,840        100,000     100,000     100,000     100,000     8,087      11,862       17,599      26,329       8,087     
  17       27,132        100,000     100,000     100,000     100,000     8,316      12,549       19,180      29,587       8,316     
  18       29,539        100,000     100,000     100,000     100,000     8,494      13,209       20,828      33,164       8,494     
  19       32,066        100,000     100,000     100,000     100,000     8,614      13,836       22,542      37,092       8,614     
  20       34,719        100,000     100,000     100,000     100,000     8,671      14,422       24,323      41,411       8,671     
30(Age 65) 69,761        100,000     100,000     100,000     145,191     3,935      16,069       46,382     119,009       3,935     
</TABLE>
<PAGE>
PRINCIPAL MUTUAL LIFE INSURANCE COMPANY
FLEX VARIABLE LIFE
PLANNED PREMIUM $1,000
MALE AGE 35 NON-SMOKER
Initial Face Amount $100,000
ASSUMING GUARANTEED CHARGES
Death Benefit Option 2



            Surrender Value (2)               
         Assuming Hypothetical Gross          
End of   Annual Investment Return of          
 Year                                         
Policy        4%          8%          12%     
          (2.50% Net) (6.50% Net)(10.50% Net) 
   1     $    718   $     750   $     782     
   2        1,446       1,540       1,637     
   3        2,182       2,370       2,569     
   4        2,924       3,242       3,586     
   5        3,672       4,157       4,697     
   6        4,423       5,117       5,908     
   7        5,178       6,122       7,230     
   8        5,935       7,177       8,674     
   9        6,693       8,281      10,252     
  10        7,450       9,439      11,976     
  11        8,204      10,650      13,860     
  12        8,953      11,917      15,921     
  13        9,696      13,244      18,177     
  14       10,431      14,631      20,649     
  15       11,154      16,082      23,358     
  16       11,862      17,599      26,329     
  17       12,549      19,180      29,587     
  18       13,209      20,828      33,164     
  19       13,836      22,542      37,092     
  20       14,422      24,323      41,411     
30(Age 65  16,069      46,382     119,009     
         
(1) Assumes net interest of 5% compounded annually.

(2) Assumes no policy loan has been made.

The death benefit, accumulated value and surrender value will differ if premiums
are  paid in  different  amounts  or  frequencies.  It is  emphasized  that  the
hypothetical investment results are illustrative only and should not be deemed a
representation of past or future investment  results.  Actual investment results
may be more or less than those shown. The death benefit,  accumulated  value and
surrender value for a policy would be different from those shown if actual rates
of investment  return applicable to the policy averaged 0%, 4%, 8% or 12% over a
period of years,  but also fluctuated above or below that average for individual
policy years.  The death benefit,  accumulated  value and surrender  value for a
policy would also be different  from those  shown,  depending on the  investment
allocations  made to the  investment  divisions of the separate  account and the
different  rates  of  return  of the Fund  portfolios,  if the  actual  rates of
investment  return  applicable  to the policy  averaged  0%, 4%, 8% or 12%,  but
varied above or below that average for individual divisions.  No representations
can be made that these  hypothetical rates of return can be achieved for any one
year or sustained over any period of time.


                          PART II. OTHER INFORMATION


                           UNDERTAKING 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 heretofore or hereafter adopted under the authority conferred in that
section.

                        UNDERTAKING PURSUANT TO RULE 484
Insofar as  indemnification  for liability  arising under the  Securities Act of
1933 may be permitted to  directors,  officers  and  controlling  persons of the
Registrant,  the  Registrant  has  been  advised  that  in  the  opinion  of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is,  therefore,  unenforceable.  In the event that a
claim for  indemnification  against such liabilities  (other than the payment by
the  Registrant  of  expenses  incurred  or  paid  by  a  director,  officer  or
controlling  person of the Registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the Registrant will, unless
in the  opinion  of its  counsel  the matter  had been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

  REPRESENTATION PURSUANT TO SECTION 26 OF THE INVESTMENT COMPANY ACT OF 1940

Principal Mutual Life Insurance Company represents the fees and charges deducted
under the Policy,  in the aggregate,  are reasonable in relation to the services
rendered,  the expenses  expected to be incurred,  and the risks  assumed by the
Company.

<PAGE>
                    REPRESENTATIONS PURSUANT TO RULE 6e-3(T) This filing is made
pursuant to Rules 6c-3 and  6e-3(T)  under the  Investment  Company Act of 1940.
Registrant  elects  to  be  governed  by  Rule  6e-3(T)(b)(13)(i)(A)  under  the
Investment  Company Act of 1940,  with respect to the Policies  described in the
prospectus. Registrant makes the following representations:

          (1)   Section 6e-3(T)(b)(13)(iii)(F) has been relied upon.

          (2)   The level of the  mortality  and expense  risks charge is within
                the range of industry practice for comparable contracts.

          (3)   The   Registrant  has  concluded  that  there  is  a  reasonable
                likelihood that the distribution  financing  arrangement for the
                Variable Life Separate Account will benefit the separate account
                and  policyowners,  and it will keep and make  available  to the
                Commission  on request a memorandum  setting forth the basis for
                this representation.

          (4)   The  Variable  Life   Separate   Account  will  invest  only  in
                management  investment companies which have undertaken to have a
                board  of  directors,  a  majority  of whom  are not  interested
                persons of the  Company,  formulate  and  approve any plan under
                Rule 12b-1 to finance distribution expenses.

The methodology used to support the  representation  made in paragraph (2) above
is based upon an analysis of the mortality  and expense risks charges  contained
in other  variable life  insurance  policies,  including  scheduled and flexible
premium  products.  Registrant  undertakes  to keep  and make  available  to the
Commission  on request  the  documents  used to support  the  representation  in
paragraph (2) above.


<PAGE>
                       CONTENTS OF REGISTRATION STATEMENT


This registration statement comprises the following papers and documents:

     The facing sheet;

     The prospectus, consisting of 100 pages;

     The undertaking to file reports;

     The undertaking pursuant to Rule 484;

     Representations pursuant to Rule 6e-3(T);

     The signatures;

     Written consents of the following persons:

          Ernst & Young LLP

     The following exhibits

1.                  Copies  of  all  exhibits  required  by  paragraph  A of the
                    instructions  as to  exhibits  in Form  N-8B-2 are set forth
                    below under designations based on such instructions

1.A1                Resolution  of Executive  Committee of Board of Directors of
                    Principal  Mutual Life Insurance  Company  establishing  the
                    Variable Life Separate Account (Filed 4/12/96)

1.A3A.a             Distribution  Agreement between Princor  Financial  Services
                    Corporation  and  Principal  Mutual Life  Insurance  Company
                    (Filed 4/12/96)

1.A3B.a             Form of Selling Agreement (Filed 4/12/96)

1.A3B.b             Registered Representative Agreement (Filed 4/12/96)

1.A3C               Schedule of sales commissions (Filed 4/12/96)

1.A5.a              Form of Flex Variable Life Policy (Filed 4/12/96)

1.A5.a.i            Cost of Living Increase Rider (Filed 4/12/96)

1.A5.a.ii           Waiver of Monthly Deductions Rider (Filed 4/12/96)

1.A5.a.iii          Guaranteed Increase Option Rider (Filed 4/12/96)

1.A5.a.iv           Accidental Death Benefit Rider (Filed 4/12/96)

1.A5.a.v            Children Term Insurance Rider (Filed 4/12/96)

1.A5.a.vi           Spouse Term Insurance Rider (Filed 4/12/96)

1.A5.a.vii          Change of Insured Rider (Filed 4/12/96)

1.A5.a.viii         Death Benefit Guarantee Rider (Filed 4/12/96)

1.A5.a.ix           Accounting Benefit Rider (Filed 4/12/96)

1.A5.a.x            Accelerated Benefits Rider (Filed 4/12/96)

1.A5.b              Form of Flex  Variable Life Policy - Unisex  Version  (Filed
                    4/12/96)

1.A5.b.i            Cost of Living Increase Rider (Filed 4/12/96)

1.A5.b.ii           Waiver of Monthly Deductions Rider (Filed 4/12/96)

1.A5.b.iii          Guaranteed Increase Option Rider (Filed 4/12/96)

1.A5.b.iv           Accidental Death Benefit Rider (Filed 4/12/96)

1.A5.b.v            Children Term Insurance Rider (Filed 4/12/96)

1.A5.b.vi           Spouse Term Insurance Rider (Filed 4/12/96)

1.A5.b.vii          Change of Insured Rider (Filed 4/12/96)

1.A5.b.viii         Death Benefit Guarantee Rider (Filed 4/12/96)

1.A5.b.ix           Accounting Benefit Rider (Filed 4/12/96)

1.A5.b.x            Accelerated Benefits Rider (Filed 4/12/96)

1.A6.a              Articles of Incorporation, as Amended of Principal Mutual
                    Life Insurance Company (Filed 4/12/96)

1.A6.b              By-laws of Principal  Mutual Life  Insurance  Company (Filed
                    4/12/96)

1.A10.a             Form of  Application  for Flex  Variable  Life Policy (Filed
                    4/12/96)

1.A10.b             Form of Supplemental Application for Flex Variable
                    Life Policy (Filed 4/12/96)

2.                  Opinion of consent of T. M. Hutchison, Senior Vice President
                    and General Counsel (Filed 4/12/96)

3.                  No financial statements will be omitted from the prospectus
                    pursuant to Instruction 1(b) or (c) or Part I

4.                  Not applicable

5.                  Not applicable

6.                  Consent of Ernst & Young LLP (Filed 12/19/97)

7.                  Description of Issuance, Transfer and Redemption Procedures
                    Pursuant to Rule 6e-3(T)(b)(12)(iii)  (Filed 2/28/97)

8.                  Powers of Attorney of Directors of Principal Mutual Life
                    Insurance Company (Filed 4/12/96 & 2/28/97)

9.                  Opinion of Consent of Lisa Ford, Assistant Actuary
                    (Filed 12/19/97)

<PAGE>

                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Principal  Mutual  Life  Insurance   Company  Variable  Life  Separate  Account,
certifies  that it meets the  requirements  of  Securities  Act Rule  485(a) for
effectiveness of the  Registration  Statement and has duly caused this Amendment
to the  Registration  Statement  to be signed on its  behalf by the  undersigned
thereto duly authorized in the city of Des Moines and State of Iowa, on the 24th
day of February, 1998.


                          PRINCIPAL MUTUAL LIFE INSURANCE COMPANY
                          VARIABLE LIFE SEPARATE ACCOUNT

                                      (Registrant)


                          By:  PRINCIPAL MUTUAL LIFE INSURANCE COMPANY

                                      (Depositor)

                                    D. J. DRURY
                          By ______________________________________________
                             D. J. Drury 
                             Chairman and Chief Executive Officer

Attest:

JOYCE N. HOFFMAN
- -----------------------------------
Joyce N. Hoffman
Vice President and
  Corporate Secretary
<PAGE>
Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statment has been signed below by the following persons in the capacities and on
the dates indicated.

        Signature                         Title                       Date


/s/ D. J. Drury                Chairman and                    February 24, 1998
- --------------------           Chief Executive Officer
D. J. Drury



/s/ D. C. Cunningham           Vice President and              February 24, 1998
- --------------------           Controller (Principal
D. C. Cunningham               Accounting Officer)



/s/ M. H. Gersie               Senior Vice President           February 24, 1998
- --------------------           (Principal Financial
M. H. Gersie                   Officer)


  (M. V. Andringa)*            Director                        February 24, 1998
- --------------------
M. V. Andringa


  (R. M. Davis)*               Director                        February 24, 1998
- --------------------
R. M. Davis


  (C. D. Gelatt, Jr.)*         Director                        February 24, 1998
- --------------------
C. D. Gelatt, Jr.


  (G. D. Hurd)*                Director                        February 24, 1998
- --------------------
G. D. Hurd


  (T. M. Hutchison)*           Director                        February 24, 1998
- --------------------
T. M. Hutchison


  (C. S. Johnson)*             Director                        February 24, 1998
- --------------------
C. S. Johnson


  (W. T. Kerr)*                Director                        February 24, 1998
- --------------------
W. T. Kerr


  (L. Liu)*                    Director                        February 24, 1998
- --------------------
L. Liu


  (V. H. Loewenstein)*         Director                        February 24, 1998
- --------------------
V. H. Loewenstein


  (R. D. Pearson)*             Director                        February 24, 1998
- --------------------
R. D. Pearson


  (J. R. Price)*               Director                        February 24, 1998
- --------------------
J. R. Price


  (D. M. Stewart)*             Director                        February 24, 1998
- --------------------
D. M. Stewart


  (E. E. Tallett)*             Director                        February 24, 1998
- --------------------
E. E. Tallett


  (D. D. Thornton)*            Director                        February 24, 1998
- --------------------
D. D. Thornton


  (F. W. Weitz)*               Director                        February 24, 1998
- --------------------
F. W. Weitz

                           *By    /s/ David J. Druy
                                  ------------------------------------
                                  David J. Drury
                                  Chairman and Chief Executive Officer



                                  Pursuant to Powers of Attorney
                                  Previously Filed or Included Herein

<PAGE>
                                    EXHIBITS

<TABLE>
<CAPTION>
                                  EXHIBIT INDEX


                                                                                            Page Number in
                                                                                         Sequential Numbering
Exhibit No.                          Description                                      Where Exhibit Can Be Found

<S>                                <C>                                                            <C>
  1.A1                             Resolution of Executive Committee                              *
                                   of Board of Directors of Depositor
                                   establishing Variable Life Separate
                                   Account

  1.A3A.a                          Distribution Agreement Between                                 *
                                   Depositor and Principal Underwriter

  1.A3B.a                          Form of Selling Agreement                                      *

  1.A3B.b                          Registered Representative Agreement                            *

  1.A3C                            Schedule of Sales Commissions                                  *

  1.A5.a                           Flex Variable Life Policy                                      *

  1.A5.a.i                         Cost of Living Increase Rider                                  *

  1.A5.a.ii                        Waiver of Monthly Deductions Rider                             *

  1.A5.a.iii                       Guaranteed Increase Option Rider                               *

  1.A5.a.iv                        Accidental Death Benefit Rider                                 *

  1.A5.a.v                         Children Term Insurance Rider                                  *

  1.A5.a.vi                        Spouse Term Insurance Rider                                    *

  1.A5.a.vii                       Change of Insured Rider                                        *

  1.A5.a.viii                      Death Benefit Guarantee Rider                                  *

  1.A5.a.ix                        Accounting Benefit Rider                                       *

  1.A5.a.x                         Accelerated Benefits Rider                                     *

  1.A5.b                           Flex Variable Life Policy - Unisex Version                     *

  1.A5.b.i                         Cost of Living Increase Rider.                                 *

  1.A5.b.ii                        Waiver of Monthly Deductions Rider                             *

  1.A5.b.iii                       Guaranteed Increase Option Rider                               *

  1.A5.b.iv                        Accidental Death Benefit Rider                                 *

  1.A5.b.v                         Children Term Insurance Rider                                  *

  1.A5.b.vi                        Spouse Term Insurance Rider                                    *

  1.A5.b.vii                       Change of Insured Rider                                        *

  1.A5.b.viii                      Death Benefit Guarantee Rider                                  *

  1.A5.b.ix                        Accounting Benefit Rider                                       *

  1.A5.b.x                         Accelerated Benefit Rider                                      *

  1.A6.a                           Articles of Incorporation, as Amended,                         *
                                   of Depositor

  1.A6.b                           By-laws of Depositor                                           *

  1.A10.a                          Form of Application for the Flex                               *
                                   Variable Life Policy

  1.A10.b                          Form of Supplemental Application                               *
                                   For the Flex Variable Life Policy

  2                                Opinion and consent of T. M. Hutchison                         *
                                   Senior Vice President and General Counsel

  6                                Consent of Ernst & Young LLP                                   *

  7                                Description of Issuance, Transfer and Redemption               *
                                   Procedures Pursuant to Rule 6e-3(T)(b)(12)(iii)

  8                                Powers of Attorney of Directors of                             *
                                   Principal Mutual Life Insurance
                                   Company.

  9                                Opinion and consent of Lisa Ford,                              *
                                   Assistant Actuary

 27                                Financial Data Schedules                                       *

* Previously Filed.
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