PRINCIPAL MUTUAL LIFE INSURANCE CO VARIABLE LIFE SEP ACCOUNT
497, 1998-10-30
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                        SUPPLEMENT DATED OCTOBER 30, 1998
                                     TO THE
               PRINFLEX LIFE(R) VARIABLE LIFE INSURANCE PROSPECTUS
                                DATED MAY 1, 1998

Effective November 1, 1998:

o    The Exchange Offer described in Appendix C (pages 92-97) is no longer being
     offered by the Company.  This  program  covered the  conversion  of certain
     Flexible Variable Life Insurance policies for PrinFlex Life policies; and

o    Certain states require that the Company reinstate Contracts which have been
     surrendered  (within 60 days of the surrender).  The state may also require
     that we reimburse you for the surrender charge, if any, imposed at the time
     of the surrender. A current list of reinstatement requirements is available
     from the Company.


                          Prospectus Dated May 1, 1998


     PRINCIPAL MUTUAL LIFE INSURANCE COMPANY VARIABLE LIFE SEPARATE ACCOUNT
  PrinFlex LIFE(R) -- FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE POLICY


     "PrinFlex Life(R) ," the flexible premium variable universal 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. As policyowner you 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
you 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.

     The Policy  provides : (1) a death  benefit upon the insured's  death;  (2)
policy  loans;  and (3) a net surrender  value  accessible by a partial or total
surrender of the Policy.

     Policy  values  may be  accumulated  on a  fixed  basis  or vary  with  the
investment  performance  of the division of the Principal  Mutual Life Insurance
Company Variable Life Separate Account to which the policyowner allocates policy
values.  Each  division  invests  in an  investment  portfolio  of an  open-end,
management  investment  company ("Mutual Fund").  The accompanying  prospectuses
describe  the  investment  objectives  and risks of the Mutual  Funds  currently
offered as investment  choices under the Policy:  Principal  Variable  Contracts
Fund,  Inc. - Aggressive  Growth Account,  Asset  Allocation  Account,  Balanced
Account,  Bond Account,  Capital Value Account,  Government  Securities Account,
Growth Account,  International Account, International SmallCap Account, MicroCap
Account,  MidCap  Account,  MidCap Growth Account,  Money Market  Account,  Real
Estate  Account,  SmallCap  Account,  SmallCap  Growth  Account,  SmallCap Value
Account and Utilities  Account;  Fidelity Variable  Insurance  Products Fund II:
Contrafund  Portfolio ("Fidelity VIP Contrafund  Portfolio");  Fidelity Variable
Insurance Products Fund:  Equity-Income  Portfolio  ("Fidelity VIP Equity-Income
Portfolio") ; Fidelity Variable  Insurance  Products Fund: High Income Portfolio
("Fidelity  VIP High Income  Portfolio);  Putnam  Variable  Trust  Global  Asset
Allocation  Fund ("Putnam VT Global Asset  Allocation  Fund");  Putnam  Variable
Trust Vista Fund ("Putnam VT Vista Fund") and Putnam Variable Trust Voyager Fund
("Putnam VT Voyager Fund").

     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  universal  variable
life insurance policy.

     Please read this prospectus  carefully and retain it for future  reference.
This  Prospectus  is  valid  only if  accompanied  or  preceded  by the  current
prospectuses  for  the  Fidelity  Variable  Insurance  Products  Fund,  Fidelity
Variable Insurance Products Fund II, Principal Variable Contracts Fund, Inc. and
Putnam Variable Trust.


     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.








                                TABLE OF CONTENTS

GLOSSARY OF SPECIAL TERMS ................................. 4

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

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

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

     Policy Value.......................................... 5

     Transfers............................................. 6

     Policy Loans.......................................... 6

     Total and Partial Surrenders...........................6

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

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

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

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

     Termination and Reinstatement......................... 7

     Policy "Free Look".................................... 8

     Distribution of the Policy............................ 8

     Tax Consequences of the Policy........................ 8

DESCRIPTION OF PRINCIPAL MUTUAL
LIFE INSURANCE COMPANY .....................................8

PRINCIPAL MUTUAL LIFE INSURANCE
COMPANY VARIABLE LIFE SEPARATE
ACCOUNT.....................................................9

     Separate Account Divisions............................10

PURCHASING A POLICY........................................13

     Purchase Procedures...................................13

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

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

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

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

VALUES AND POLICY FEATURES WHILE
THE POLICY IS IN FORCE.....................................14

     Policy Values.........................................14

     Transfers.............................................15

     Automatic Portfolio Balancing.........................16

     Policy Loans..........................................16

     Total and Partial Surrenders..........................17

DEATH BENEFITS AND RIGHTS..................................17

     Death Proceeds........................................17

     Death Benefit.........................................17

     Applicable Percentage.................................17

     Change in Death Benefit Option........................18

     Adjustment Options....................................18

CHARGES AND DEDUCTIONS.....................................19

     Premium Expense Charge................................19

     Monthly Policy Charge.................................19

     Cost of Insurance Charge..............................20

     Administration Charge.................................20

     Mortality and Expense Risks Charge....................20

     Transaction Charge....................................20

     Surrender Charge......................................20

     Contingent Deferred Sales Charge......................21

     Contingent Deferred Administration Charge.............21

     Surrender Charge Percentage...........................21

     Sales Charge Limitations..............................21

     Other Charges.........................................21

     Special Provisions for Group or Sponsored
     Arrangements..........................................21

THE FIXED ACCOUNT..........................................22

POLICY TERMINATION AND REINSTATEMENT.......................22

     Policy Termination....................................22

     Reinstatement.........................................23

OTHER MATTERS..............................................23

     Voting Rights.........................................23

   
     Statement of Values...................................23
    

     Service Available by Telephone........................24

GENERAL PROVISIONS.........................................24

     Addition, Deletion, or Substitution of
     Investments...........................................24

     Optional Insurance Benefits...........................24

     The Contract..........................................25

     Incontestability......................................25

     Misstatements.........................................25

     Suicide...............................................25

     Ownership.............................................25

     Beneficiaries.........................................26

     Benefit Instructions..................................26

     Postponement of Payments..............................26

     Assignment............................................26

     Policy Proceeds.......................................26

     Participating Policy..................................26

     Right to Exchange Policy..............................27

     Term Conversion Bonus Program.........................27

DISTRIBUTION OF THE POLICY.................................27

OFFICERS AND DIRECTORS OF PRINCIPAL
MANAGEMENT CORPORATION.....................................28

OFFICERS AND DIRECTORS OF
PRINCIPAL MUTUAL LIFE INSURANCE
COMPANY....................................................28

STATE REGULATION OF PRINCIPAL
MUTUAL LIFE INSURANCE COMPANY..............................30

FEDERAL TAX MATTERS........................................30

     Tax Status of the Company and the Separate
     Account...............................................30

     Charges for Taxes.....................................30

     Diversification Standards.............................30

     Life Insurance Status of Policy.......................30

     Modified Endowment Contract Status....................30

     Policy Surrenders and Partial Surrenders..............31

     Policy Loans and Interest Deductions..................31

     Corporate Alternative Minimum Tax.....................31

     Exchange or Assignments of Policies...................32

     Withholding...........................................32

     Taxation of Accelerated Death Benefits................32

     Other Tax Issues......................................32

EMPLOYEE BENEFIT PLANS.....................................32

LEGAL PROCEEDINGS..........................................32

LEGAL OPINION..............................................32

INDEPENDENT AUDITORS.......................................32

REGISTRATION STATEMENT.....................................32

FINANCIAL STATEMENTS.......................................32

     Report of Independent Auditors........................33

     Variable Life Separate Account
     Financial Statements..................................34

     Report of Independent Auditors........................52

     The Principal Financial Group
     Financial Statements..................................53

APPENDIX A - SAMPLE ILLUSTRATIONS OF
POLICY VALUES, SURRENDER VALUES AND
DEATH BENEFITS.............................................84

APPENDIX B - TARGET PREMIUM................................91

APPENDIX C - EXCHANGE OFFER ...............................92
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  FOR THE  UNDERLYING  MUTUAL  FUND  OR THE  STATEMENT  OF  ADDITIONAL
INFORMATION OF THIS FUND.

GLOSSARY OF SPECIAL TERMS

Account - Series  or  portfolio  of a Mutual  Fund in which a  Separate  Account
Division invests.

Attained  Age - The  insured's  age on the  birthday  preceding  the last Policy
Anniversary.

Business Day - Any day that the New York Stock Exchange is open for trading, and
trading is not restricted.

Division - A part of the Separate Account to which Net Premiums may be allocated
which  invests in an  Account or  Portfolio  of a Mutual  Fund.  The value of an
investment in a Division is variable and is not guaranteed.

Effective  Date - The date on which all  requirements  for  issuance of a Policy
have been satisfied.

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

Fixed Account - That part of Policy Value that reflects the value in the general
account of the Company.

General Account - The assets of the Company other than those allocated to any of
the Separate Accounts of the Company.

Guideline  Annual  Premium - The level annual  payment  necessary to provide the
death 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 1986,  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 - That part of the Policy  Value that  reflects the value in
one of the Divisions of the Separate Account.

Loan Account - That part of the Policy Value that reflects the value transferred
from the Fixed Account or Separate Account as collateral for a policy loan.

Maturity Date - The Policy Anniversary following the insured's 95th birthday.

Monthly  Date - The day of the month  which is the same as the day of the Policy
Date.  For example,  if the Policy Date is June 10, 1997, the first Monthly Date
is July 10, 1997.

Monthly  Policy  Charge - The amount  subtracted  from the Policy  Value on each
Monthly Date equal to the sum of the cost of insurance and  additional  benefits
provided by any rider plus the monthly  administration  charge and mortality and
expense risks charge in effect on the Monthly Date.

Mutual  Fund - A  registered,  open-end,  management  investment  company,  or a
separate  investment  account or portfolio  thereof,  in which a Division of the
Separate Account invests.

Net Premium - The gross  premium  less the  deductions  for the Premium  Expense
Charge. It is the amount of premium allocated to the Fixed Account or Investment
Accounts.

Net Surrender  Value - The Surrender  Value of the Policy  reduced by any unpaid
loans and loan interest.

Notice  - Any  form of  communication  received  in the  Company's  home  office
providing the  information  needed by the Company,  either in writing or another
manner approved in advance by the Company.

Policy  Date - The Policy Date is the date from which  Monthly  Dates and Policy
Years and Anniversaries are determined.

Policy  Value - The sum of the values in the Loan  Account,  Fixed  Account  and
Investment Accounts.

Policy Years and  Anniversaries  - The Policy Years and  Anniversaries  computed
from the Policy  Date.  Example:  If the Policy  Date is May 5, 1997,  the first
Policy Year ends on May 4, 1998 and the first Policy Anniversary falls on May 5,
1998.

Premium  Expense Charge - The charge  deducted from premium  payments to cover a
sales charge, state and local premium taxes and federal taxes.

Prorated  Basis - The  proportion  that  the  value of a  particular  Investment
Account or Fixed Account for a Policy bears to the total value of all Investment
Accounts and the Fixed Account for that Policy.

Related  Policies - Policies  which have a common  Effective  Date pursuant to a
Written Request from applicant(s).

Separate  Account -  Principal  Mutual  Life  Insurance  Company  Variable  Life
Separate  Account,  a  registered  unit  investment  trust  with  Divisions  and
segregated assets, to which Net Premiums may be allocated.

Surrender  Charge  - A charge  assessed  upon  total  surrender  of a Policy  or
termination of a Policy when a grace period expires without  sufficient  premium
payment.

Surrender Value - The Policy Value reduced by the Surrender Charge.

Target  Premium - A premium  amount used to determine  the maximum  sales charge
that is  included  as part of the  Premium  Expense  Charge  and any  applicable
contingent  deferred sales charge under a Policy.  Target Premiums are set forth
in Appendix  B. The  policyowner  will be advised of the Target  Premium for any
increase in face amount.

Unit - The accounting measure used to calculate Division values.

Valuation  Period - The period  between the time as of which the net asset value
of a Mutual Fund is determined on one business day and the time as of which that
value is determined on the next following business day.

Written  Request - Actual  delivery  to the  Company  at its home  office in Des
Moines,  Iowa,  of a written  notice or  request,  signed and  dated,  on a form
supplied or approved by the Company.

 SUMMARY

THE FOLLOWING  SUMMARY IS INTENDED TO PROVIDE A GENERAL  DESCRIPTION OF THE MOST
IMPORTANT  POLICY  FEATURES.  IT IS NOT  COMPREHENSIVE  AND  SHOULD  BE  READ IN
CONJUNCTION  WITH  THE  DETAILED   INFORMATION   APPEARING   ELSEWHERE  IN  THIS
PROSPECTUS.

The Policy

The Policy is designed to provide you 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. You may, subject
to certain limitations,  vary the frequency and amount of premium payments.  The
Policy is a life  insurance  contract with a death  benefit,  Policy Value,  and
other features traditionally associated with life insurance.

You may allocate Net Premium  Payments to the Fixed Account and/or the Divisions
of the Principal Mutual Life Insurance  Company Variable Life Separate  Account.
Allocations to the Divisions of the Separate Account are invested in shares of a
particular  Account.  Allocation  instructions  may be  changed  at any time and
transfers may be made subject to certain conditions.

The Accounts in which the Divisions currently invest are as follows:

                                       Account in which
       Division                      the Division Invests
       --------------------------------------------------
Aggressive Growth Division       Aggressive Growth Account
Asset Allocation Division          Asset Allocation Account
Balanced Division                Balanced Account
Bond Division                    Bond Account
Capital Value Division             Capital Value Account
Government Securities Division   Government Securities Account
Growth Division                  Growth Account
International Division             International Account
International SmallCap Division  International SmallCap Account
MicroCap Division                MicroCap Account
MidCap Division                  MidCap Account
MidCap Growth Division           MidCap Growth Account
Money Market Division            Money Market Account
Real Estate Division             Real Estate Account
SmallCap Division                SmallCap Account
SmallCap Growth Division         SmallCap Growth Account
SmallCap Value Division          SmallCap Value Account
Utilities Division               Utilities Account
Fidelity Contrafund Division     Fidelity VIP II Contrafund Portfolio
Fidelity Equity-Income Division  Fidelity VIP Equity-Income Portfolio
Fidelity High Income Division    Fidelity VIP High Income Portfolio
Putnam Global Asset              Putnam VT Global Asset
   Allocation Division             Allocation Fund
Putnam Vista Division            Putnam VT Vista Fund
Putnam Voyager Division            Putnam VT Voyager Fund

Premiums

The required  initial  premium  payment is equal to the minimum  monthly premium
shown on the  Policy's  current  data  pages.  Payment  of a minimum  premium is
required during the first twenty-four  policy months (except where prohibited by
state law) (the "Minimum Required Premium"). If the face amount of the Policy is
increased  during the first  twenty-four  policy  months,  the Minimum  Required
Premium  will  increase  for  the  remainder  of the  twenty-four  month  period
following the date of the face amount increase.  Payment of the Minimum Required
Premium  ensures that the Policy will not enter a grace period  during the first
twenty-four  Policy  months,   unless  a  policy  loan  is  taken.  See  "Policy
Termination and  Reinstatement"  and "Policy Loans". The Company allows payments
in accordance  with the planned  periodic  premium  schedule  established by the
policyowner in the application (annual, semiannual,  quarterly, or preauthorized
withdrawal  payments  of premium on a monthly  basis).  However,  if the minimum
monthly premium is less than $30, only a planned  periodic premium schedule that
would  result  in a  payment  of $30 or  more  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
"Optional Insurance  Benefits.")  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.

All Net Premium  payments  received  prior to the Effective  Date and during the
first 20 days from the Effective Date are allocated to the Money Market Division
of the Separate  Account.  On the 21st day from the Effective  Date,  the Policy
Value held in the Money Market  Division is transferred to the Divisions and the
Fixed Account in accordance with the  policyowner's  direction for allocation of
premium  payments.  (If the 21st day from the  Effective  Date is not a Business
Day, the transfer will occur on the first Business Day thereafter).  Net Premium
payments  received  after the  Policy  Value in the  Money  Market  Division  is
transferred  to the  Divisions  and the Fixed  Account are  allocated  among the
Divisions  and the  Fixed  Account  in  accordance  with the  directions  in the
application for the Policy.

Policy Value

The Policy Value  reflects the  following:  premium  payments  made;  investment
performance  of the  Divisions to which  amounts have been  allocated;  interest
credited  by the  Company to amounts  allocated  to the Fixed  Account;  partial
withdrawals; loans taken; repayment of loans; and deduction of charges described
below under "Charges And  Deductions." The Policy Value is the sum of the values
in the Investment Accounts, the Fixed Account and the Loan Account.

Investment  Account.  An Investment  Account is established under the Policy for
each Division of the Separate  Account to which Net Premiums or transfer amounts
have been allocated.  An Investment  Account measures the interest of the Policy
in the corresponding  Division.  The value of each Investment  Account under the
Policy varies each Business Day and reflects the  investment  performance of the
Account shares held in the corresponding Division. See "Policy Value".

Fixed  Account.  The Fixed Account  consists of that portion of the Policy Value
based on Net  Premiums  allocated  to, and amounts  transferred  to, the general
account of the  Company.  The Company  credits  interest on amounts in the Fixed
Account at an  effective  annual rate  guaranteed  to be at least 3%. See "Fixed
Account."

Loan  Account.  When a policy loan is taken,  the Company will  establish a Loan
Account  under the Policy and will transfer an amount equal to the amount of the
loan from the Investment  Accounts and/or the Fixed Account to the Loan Account.
The Company will credit  interest to amounts in the Loan Account at an effective
annual rate of at least 6% through  Policy  Year ten at which point  interest is
credited at 7.75%. See "Policy Loans."

Transfers

Scheduled  and  unscheduled  transfers of Policy Value among  Divisions  and the
Fixed Account may be made by a  policyowner,  subject to certain  conditions and
charges.  The  Company  has  reserved  the right to  revoke  or modify  transfer
privileges and charges, except where prohibited by state law. See "Transfers."

Policy Loans

A policyowner may borrow against the Policy Value at any time the Policy has Net
Surrender Value.  The minimum amount for a loan is $500.  Interest is charged on
policy  loans at an annual rate of eight  percent  during any period the loan is
outstanding. 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. See "Policy Loans."

Total and Partial Surrenders

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. In addition,  any increase in face amount is subject to a Surrender Charge
upon  total  surrender  of the  Policy at any time  within  ten years  after the
effective date of the adjustment.  After the second Policy Year, the policyowner
may request a partial  surrender of the Policy Value, but no more than two times
per  Policy  Year.  The  minimum  amount  for a  partial  surrender  is $500 and
aggregate  partial  surrenders  during a Policy  Year  cannot  exceed 75% of the
Policy's  Net  Surrender  Value at the  time  the  first  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
Value is reduced by the amount of any  partial  surrender  plus the  transaction
charge.  The amount  surrendered  will be withdrawn from the Policy on a last-in
first-out  basis.  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.

Charges and Deductions

Charges under the Policy are assessed as:

   (1) deductions from premiums
       o sales load of 2.75% of  premiums  less than or equal to Target  Premium
         and .75% of premiums in excess of Target  Premium,  made during each of
         the first ten Policy Years and,  with respect to premiums  attributable
         to any face  amount  increase,  made during each of the first ten years
         following the increase
       o  2.20% state and local taxes
       o  1.25% federal taxes

   (2) Surrender  Charges upon  termination  or total  surrender made during the
       first ten Policy  Years (and ten years  after an  increase  in the Policy
       face amount) equal to a percentage  (described in the table below) of the
       sum of the  following:  o deferred  administrative  charge of $3 for each
       $1,000 of face amount  (but no greater  than  $1,500 per  Policy),  and o
       deferred  sales charge of 47.25% of premiums  paid up to a maximum of two
       Target Premiums. (See "Contingent Deferred Sales
         Charge")

               Surrender            Surrender Charge
                  Year                  Percentage

                   1- 5                  100.00%
                   6                      95.24%
                   7                      85.71%
                   8                      71.43%
                   9                      52.38%
                  10                      28.57%
                  11+                      0.00%

         (3)  Monthly Policy Charges
              o  administration charge:
                  During the first Policy Year: 1/12 x ($.40 for each $1,000 of
                      face amount),  but no less than  $6.00/month and no
                      greater than $16.67/month;
                  During each Policy Year thereafter: 1/12 x ($.60 for each
                      $1,000 of face amount)
              o  cost of insurance charge
              o  mortality and expense risks charge of .90% per annum against
                 the value of the policyowner's Investment Accounts (After the
                 ninth Policy  Year the mortality and expense risks charge will
                 not exceed .27% per annum)
              o  supplemental benefit(s) charge(s)

         (4)  Other Charges
              o  investment management fees and other operating expenses for the
                 underlying Accounts
              o  transfer  fee  of $25  will  be  imposed  on  each  unscheduled
                 transfer  of Policy  Value  among the  Investment  Accounts  in
                 excess of twelve during a Policy Year
              o  transaction  charge of the  lesser  of $25 or 2% of the  amount
                 surrendered on each partial surrender of Policy Value

For complete discussion of charges and deductions see "Charges and Deductions".

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 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.

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
Policy  Charges 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  Policy  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  Policy  Value on the date of death or the
Policy 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 second  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 Policy  Value on the  effective
date of the change.  The Company  reserves the right to  disapprove a request to
change from  Option 1 to Option 2 if the face amount in effect  after the change
would be less than $50,000. Evidence of insurability satisfactory to the Company
under its  underwriting  guidelines  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 Policy  Value 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
Written Request to the Company.  If a payment in an amount greater than or equal
to the  adjustment  conditional  receipt  premium  deposit is submitted with the
adjustment  application,  then a conditional receipt is given to the policyowner
reflecting  receipt of the payment and outlining any interim insurance  coverage
provided by the conditional receipt. The adjustment  conditional receipt premium
deposit is that amount calculated by the Company and provided to the policyowner
in connection  with the  policyowner's  request for a face amount  increase.  No
request to adjust the face amount of a Policy will be approved if a Policy is in
a grace period or if Monthly Policy  Charges are being waived under a rider.  In
addition,  a  decrease  in face  amount may be  requested  only after the second
Policy Anniversary and may not reduce the face amount of a Policy below $50,000.
A requested  face  amount  increase  must be at least  $50,000 and is subject to
evidence of  insurability  satisfactory  to the Company  under its  underwriting
guidelines then in effect. Any adjustment in face amount of a Policy approved by
the Company will be effective  on the Monthly Date that  coincides  with or next
follows  the  Company's  approval  of the  request.  No  processing  charges are
assessed in connection  with  adjustments  of a Policy,  although an increase in
face  amount  will  result in Premium  Expense  Charges  and  Surrender  Charges
applicable  to the increase.  Additionally,  if the face amount of the Policy is
increased  during the first  twenty-four  policy  months,  the Minimum  Required
Premium  will  increase  for  the  remainder  of the  twenty-four  month  period
following  the date of the face amount  increase.  Increases in face amount made
pursuant to a Cost of Living Rider,  Salary  Increase Rider or Extra  Protection
Increase Rider are not subject to the minimum  increase amount or to evidence of
insurability.  More information  regarding these  supplementary  benefits may be
obtained from an authorized agent of the Company.

Termination and Reinstatement

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.  Twenty-four  months or later  following the Policy Date, or at any time
         after a policy loan is taken,  the Net  Surrender  Value of a Policy on
         any  Monthly  Date is less than the Monthly  Policy  Charge and, if the
         Policy has a death benefit guarantee rider, the death benefit guarantee
         premium requirement has not been satisfied; or

      2. During the 24 months following the Policy Date, the sum of the premiums
         paid is less than the Minimum  Required Premium on a Monthly Date (this
         provision  does not apply where  prohibited  by state laws; a notice of
         impending termination will be sent as permitted therein).

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

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

     2. Is the number of completed months since the Policy Date.

The notice of impending  termination  will show the 61-day  grace period  during
which the Company will accept a payment required to keep the Policy in force.

If a grace period begins 24 months or more after the Policy Date because the Net
Surrender  Value is less than the current  Monthly  Policy  Charge,  the minimum
payment is equal to (1) plus (2) divided by (3) where:

     1.  Is the amount by which the  Surrender  Charge  exceeds the  Accumulated
         Value on the Monthly Date on or immediately  preceding the start of the
         grace period;

     2.  Is three Monthly Policy Charges; and

     3. Is 1 minus the maximum Premium Expense Charge.

If the grace period ends before we receive the minimum payment, the Company will
keep any remaining value in the Policy.

If a grace period  begins  because the sum of the premiums paid is less than the
Minimum Required Premium, the minimum payment is (1) minus (2) where:

     1.   Is  the  Minimum  Required  Premium  due on the  second  Monthly  Date
          following the beginning of the grace period; and;

     2. Is 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 difference of (1) minus (2) where:

      1. Is the Net  Surrender  Value  on the  Monthly  Date on or  immediately
         preceding the start of the grace period; and

      2. Is the two Monthly Policy Charges 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,
and the Company will retain the remaining value in the policy.

Once a Policy has terminated as a result of failure to pay the Minimum  Required
Premium on a Monthly Date during the 24 months  following the Policy Date, or 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 is required.  The reinstatement  premium must be at least the greater of
((1) plus (2) divided by (3)) or ((4) minus (5)) where:

     1.   Is the amount by which the Surrender  Charge  exceeds the  Accumulated
          Value on the Monthly Date on or immediately preceding the start of the
          grace period;

     2.   Is three Monthly Policy Charges;

     3.   Is 1. minus the maximum Premium Expense Charge;

     4.   Is  the  Minimum  Required  Premium  due on the  second  Monthly  Date
          following the beginning of the grace period; and

     5.   Is the sum of the premiums paid since the Policy Date.

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 the return of the Policy, must be made within: 10 days
after the Policy or written notice of this right is received by the  policyowner
(30 days if the Policy is applied for in California  by a policyowner  age 60 or
over; 15 days if the Policy is applied for in Colorado; or 20 days if the Policy
is  applied  for in Idaho or North  Dakota)  or 45 days  after  the  policyowner
completes the Policy  application,  whichever is later. 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.

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  Policy  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 Policy 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 surrenders 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 Policy Value) would
be  includable in gross income to the extent that the Policy Value of the Policy
exceeds  the  policyowner's  investment  in  the  contract.  (See  "Federal  Tax
Matters.") Death proceeds may also be subject to estate taxes.  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 companies.

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.  Policy obligations
will be the responsibility of Principal Life.

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.  During the year ended  December  31,  1997,  the
Company  ranked in the upper one percent of life  insurers in assets and premium
income.  The Company has consistently  received excellent ratings from the major
rating firms based upon the Company's claims paying ability.  As of December 31,
1997,  the Company had $63.2 billion in assets under  management and served more
than 9.7 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 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 that 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 and other policies issued
by the Company. 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 an 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. 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.

Separate Account Divisions

A policyowner may direct the Company to allocate Net Premium  Payments among the
Divisions which invest exclusively in shares of a corresponding Account. Some of
these Accounts also offer their shares to variable annuity separate  accounts of
the Company ("Mixed Funding") and to variable annuity and variable life separate
accounts of unaffiliated  insurance companies ("Shared Funding").  The potential
risks  associated  with "Mixed and Shared  Funding" are  disclosed in the Mutual
Fund  prospectuses.  The  Accounts  in  which  the  Divisions  invest,  and  the
investment adviser of each Account, are provided in the following table.

<TABLE>
<CAPTION>
                                               ACCOUNT IN WHICH
                                             DIVISION INVESTS AND                                ACCOUNT
             DIVISION                         INVESTMENT ADVISER                           INVESTMENT OBJECTIVE
<S>                                 <C>                                         <C>
Aggressive Growth Division          Aggressive Growth Account;                  Seeks long-term capital appreciation by
                                    Morgan Stanley Asset Management, Inc.       investing primarily in growth-oriented common
                                    through a sub-advisory agreement            stocks of medium and large capitalization
                                                                                U.S. corporations and, to a limited extent,
                                                                                foreign corporations.

Asset Allocation Division           Asset Allocation Account;                   Seeks a total investment return consistent with
                                    Morgan Stanley Asset Management, Inc.       the preservation of capital.
                                    through a sub-advisory agreement

Balanced Division                   Balanced Account;                           Seeks a total return consisting of current income
                                    Invista Capital Management, Inc.            and capital appreciation while assuming reasonable
                                    through a sub-advisory agreement            risks in furtherance of the investment objective.

Bond Division                       Bond Account;                               Seeks to provide as high a level of income as is
                                    Principal Management Corporation            consistent with preservation of capital and prudent
                                                                                investment risk.

Capital Value Division              Capital Value Account;                      Seeks to achieve primarily long-term capital
                                    Invista Capital Management, Inc.            appreciation and secondarily growth of investment
                                    through a sub-advisory agreement            income through the purchase primarily of common
                                                                                stocks, but the Account may invest in other
                                                                                securities.

Government Securities Division      Government Securities Account;              Seeks a high level of income, liquidity and safety
                                    Invista Capital Management, Inc.            of principal  through the purchase of  obligations
                                    through a sub-advisory agreement            issued or guaranteed by the United States Government
                                                                                or its agencies, with emphasis on Government
                                                                                National Mortgage Association Certificates ("GNMA
                                                                                Certificates").  Account  shares are not  guaranteed
                                                                                by the United States Government.

Growth Division                     Growth Account;                             Seeks growth of capital through the purchase
                                    Invista Capital Management, Inc.            primarily of common stocks, but the Account may
                                    through a sub-advisory agreement            invest in other securities.
</TABLE>
<TABLE>
<CAPTION>
                                               ACCOUNT IN WHICH
                                             DIVISION INVESTS AND                                ACCOUNT
             DIVISION                         INVESTMENT ADVISER                           INVESTMENT OBJECTIVE
<S>                                 <C>                                         <C>
International Division              International Account;                      Seeks long-term growth of capital by investing in a
                                    Invista Capital Management, Inc.            portfolio of equity securities of companies
                                    through a sub-advisory agreement            domiciled in any of the nations of the world.

International SmallCap Division     International SmallCap Account;             Seeks long-term growth of capital. The Account will
                                    Invista Capital Management, Inc.            attempt to achieve its objective by investing
                                    through a sub-advisory agreement            primarily in equity securities of non-United States
                                                                                companies with comparatively smaller market
                                                                                capitalizations.

MicroCap Division                   MicroCap Account;                           Seeks long-term growth of capital. The Account will
                                    Goldman  Sachs Asset  Management            attempt to achieve its objective by investing
                                    through a  sub-advisory agreement           primarily in value and growth oriented
                                                                                companies with small market capitalizations,
                                                                                generally less than $700 million.

MidCap Division                     MidCap Account;                             Seeks growth of capital through the purchase
                                    Invista Capital Management, Inc.            primarily of common stocks, but the Fund may
                                    through a sub-advisory agreement            invest in other securities.

MidCap Growth Division              MidCap Growth Account;                      Seeks long-term growth of capital. The Account will
                                    Dreyfus Corporation                         attempt  to  achieve   its   objective   by
                                    through a sub-advisory agreement            investing primarily in growth stocks of companies
                                                                                with market capitalization in the $1 billion to $10
                                                                                billion range.

Money Market Division               Money Market Account;                       Seeks as high a level of income available from
                                    Principal Management Corporation.           short-term securities as is considered consistent
                                                                                with preservation of principal and maintenance of
                                                                                liquidity by investing all of its assets in a
                                                                                portfolio of money market instruments.

Real Estate Division                Real Estate Account;                        Seeks to generate a high total return. The Account
                                    Principal Management Corporation.           will attempt to achieve its objective by investing
                                                                                primarily in equity securities of companies
                                                                                principally engaged in the real estate industry.

SmallCap Division                   SmallCap Account;                           Seeks long-term growth of capital. The Account will
                                    Invista Capital Management, Inc.            attempt to achieve its objective by investing
                                    through a sub-advisory agreement            primarily in equity securities of  growth and value
                                                                                oriented companies with comparatively small market
                                                                                capitalizations.

SmallCap Growth Division            SmallCap Growth Account;                    Seeks long-term growth of capital. The Account will
                                    Berger Associates, Inc.                     attempt to achieve its objective by investing
                                    through a sub-advisory agreement            primarily in equity securities of small growth
                                                                                companies with market capitalization of less than
                                                                                $1 billion.

SmallCap Value Division             SmallCap Value Account;                     Seeks long-term growth of capital. The Account will
                                    JP Morgan Asset Management, Inc.            attempt to achieve its objective by investing
                                    through a sub-advisory agreement            primarily in equity securities of small growth
                                                                                companies with value characteristics and market
                                                                                capitalizations of less than $1 billion.

Utilities Division                  Utilities Account;                          Seeks to provide  current  income and long-term
                                    Invista Capital Management, Inc.            growth of income and capital. The Account will
                                    through a sub-advisory agreement            attempt to achieve its objective by investing
                                                                                primarily in equity and fix-income securities of
                                                                                companies in the public utilities industry.

Fidelity Contrafund Division        Fidelity VIP II Contrafund Portfolio;       Seeks long-term capital appreciation.
                                    Fidelity Management and
                                    Research Company

Fidelity Equity-Income Division     Fidelity VIP Equity-Income Portfolio;       Seeks reasonable income by investing primarily in
                                    Fidelity Management and                     income-producing equity securities.
                                    Research Company

Fidelity High  Income  Division     Fidelity  VIP  High Income  Portfolio;      Seeks  a high  level of current income by investing
                                    Fidelity Management and                     primarily in high yielding, lower quality, fixed
                                    Research Company                            income securities, while also considering growth of
                                                                                capital.

Putnam Global Asset                 Putnam VT Global Asset                      Seeks a high level of long-term total return
Allocation Division                 Allocation Fund                             consistent with preservation of capital.

Putnam  Vista Division              Putnam VT Vista Fund                        Seeks capital appreciation.

Putnam  Voyager Division            Putnam VT Voyager Fund                      Seeks capital appreciation.

</TABLE>

Principal  Management  Corportion (the  "Manager") has executed  agreements with
various  Sub-Advisors.  Under those  Sub-Advisory  agreements,  the  Sub-Advisor
agrees to assume the obligations of the Manager to provide  investment  advisory
services for a specific Account. For these services,  each Sub-Advisor is paid a
fee by the Manager.

     Accounts:   Balanced,   Capital  Value,   Government  Securities,   Growth,
     International, International SmallCap, MidCap, SmallCap and Utilities

          Sub-Advisor:  Invista Capital Management,  Inc. Invista, an indirectly
          wholly-owned subsidiary of Principal Mutual Life Insurance Company and
          an  affiliate  of  the  Manager,  was  founded  in  1985.  It  manages
          investments for institutional  investors,  including  Principal Mutual
          Life  Insurance  Company.  Assets under  management as of December 31,
          1997 were approximately  $25.8 billion.  Invista's address is 1800 Hub
          Tower, 699 Walnut, Des Moines, Iowa 50309.

     Accounts: Aggressive Growth and Asset Allocation

          Sub-Advisor: Morgan Stanley Asset Management Inc. MSAM, with principal
          offices at 1221 Avenue of the Americas, New York, NY 10020, provides a
          broad range of portfolio  management services to customers in the U.S.
          and abroad.  At December 31, 1997, MSAM managed  investments  totaling
          approximately  $87.1 billion,  including  approximately  $66.6 billion
          under  active  management  and $20.5  billion  as Named  Fiduciary  or
          Fiduciary Adviser.

     Account: MicroCap

   
          Sub-Advisor: Goldman Sachs Asset Management. Goldman Sach's address is
          1 New York  Plaza,  42nd  Floor,  New York,  NY 10004,  is a  separate
          operating division of Goldman, Sachs & Co. ("Goldman Sachs").  Goldman
          Sachs provides a wide range of fully discretionary investment advisory
          services   quantitatively   driven  and  actively   managed  U.S.  and
          international   equity  portfolios,   U.S.  and  global  fixed  income
          portfolios,  commodity and currency products,  and money market mutual
          funds.
    

     Account: MidCap Growth

          Sub-Advisor: The Dreyfus Corporation,  located at 200 Park Avenue, New
          York, New York 10166, was formed in 1947. The Dreyfus Corporation is a
          wholly-owned  subsidiary of Mellon Bank, N.A., which is a wholly-owned
          subsidiary of Mellon Bank Corporation ("Mellon").  As of September 30,
          1997, The Dreyfus  Corporation  managed or administered  approximately
          $93 billion in assets for  approximately 1.7 million investor accounts
          nationwide.

     Account: SmallCap Growth

          Sub-Advisor:  Berger  Associates.  Berger's  address is 210 University
          Boulevard,  Suite  900,  Denver,  CO 80206.  It  serves as  investment
          advisor,  sub-advisor,  administrator or  sub-administrator  to mutual
          funds and institutional  investors.  Kansas City Southern  Industries,
          Inc.  ("KCSI") owns  approximately  87% of Berger.  KCSI is a publicly
          traded   holding   company   with   principal   operations   in   rail
          transportation,  through  its  subsidiary  The  Kansas  City  Southern
          Railway Company, and financial asset management businesses.

     Account: SmallCap Value

          Sub-Advisor:  J.P.  Morgan Asset  Management.  Morgan,  with principal
          offices  at 522 Fifth  Avenue,  New York,  NY 10036 is a  wholly-owned
          subsidiary of J.P. Morgan & Co.  Incorporated  ("J.P.  Morgan") a bank
          holding   company.   J.P.   Morgan,   through  Morgan  and  its  other
          subsidiaries,  offers  a  wide  range  of  services  to  governmental,
          institutional,   corporate  and  individual   customers  and  acts  as
          investment  adviser to individual  and  institutional  clients.  As of
          December 31, 1997, J.P. Morgan and its subsidiaries had total combined
          assets under management of approximately $250 billion.

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 prospectuses which accompany,  and should be read in conjunction
with, this Prospectus.

Underlying  Account shares are purchased at net asset value,  which reflects the
deduction  of  investment  management  fees  and  certain  other  expenses.  The
management fees are charged by each underlying  Account's investment adviser for
managing the underlying Account and selecting its portfolio of securities. Other
underlying  Account expenses can include such items as interest expense on loans
and contracts with transfer agents, custodians, and other companies that provide
services to the underlying  Account.  The management fees and other expenses for
each underlying Account for its most recently  completed fiscal year,  expressed
as a percentage of the underlying Account's average assets, are as follows:

                                                                     Total
                                           Management     Other      Annual
           Account                            Fees      Expenses    Expenses
Aggressive Growth Account                     0.80%       0.05%       0.85%
Asset Allocation Account                      0.80        0.07        0.87
Balanced Account                              0.60        0.03        0.63
Bond Account                                  0.50        0.03        0.53
Capital Value Account                         0.48        0.01        0.49
Government Securities Account                 0.50        0.02        0.52
Growth Account                                0.50        0.02        0.52
International Account                         0.75        0.15        0.90
MidCap Account                                0.64        0.02        0.66
Money Market Account                          0.50        0.06        0.56
Fidelity VIP II Contrafund Portfolio          0.61        0.11        0.72
Fidelity VIP Equity-Income Portfolio          0.51        0.10        0.61
Fidelity VIP High-Income Portfolio            0.60        0.11        0.71

PURCHASING A POLICY

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 of 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 equal to the minimum monthly  premium shown on the Policy's  current
data pages. The Company generally will not issue policies to insure persons over
age 85 for  regularly  underwritten  Policies and age 70 for  guaranteed  issue,
expanded  nonmedical and batch underwriting  Policies.  Applicants for insurance
must furnish satisfactory evidence of insurability. Acceptance is subject to the
Company's insurance  underwriting  guidelines and suitability rules. 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
rules and procedures are not satisfied.  The minimum face amount for a Policy at
issue is $50,000 ($25,000 for guaranteed issue,  batch underwriting and expanded
nonmedical  Policies).  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 conditional insurance coverage provided by the conditional receipt.

If the  Company  determines  to  issue  a  Policy  then a  Policy  Date  will be
established.  Policy Years and Anniversaries  will be determined from the Policy
Date  regardless  of when the Policy is  delivered.  The  Company  does not date
Policies on the 29th,  30th, or 31st day of any month.  Policies which otherwise
would be dated on these  days  except for this rule will be dated on the 28th of
the month.  The Policy Date is shown on the Policy's  current  data pages.  Upon
specific  Written Request of the  applicant(s) in the case of Related  Policies,
subject to the Company's  approval,  issuance of Related Policies may be delayed
to  have  a  common  Policy  Date.  The  Written   Request  must  accompany  the
applications.  The  common  Policy  Date  will  be  established  by the  Company
following the last underwriting decision on all applications.

Upon specific Written Request of the applicant in the application and subject to
the Company's approval, a Policy may be issued with a backdated Policy Date. The
Policy  Date  may  not be  more  than  three  months  prior  to the  date of the
application or such shorter maximum  backdating period as required by state law.
Payment of the Minimum Required Premium is required for the period the Policy is
backdated.  Monthly  Policy  Charges are deducted  from the Policy Value for the
period the Policy is backdated.

Each Policy also has an Effective  Date.  The Policy Date and the Effective Date
will be the same unless (i) a backdated  Policy Date is  requested,  (ii) Policy
applied for on a COD basis or the  application  was not accompanied by a payment
in an amount  equal to or greater  than the minimum  monthly  premium,  or (iii)
additional premiums or application  amendments are required.  In such cases, the
Effective  Date  will be the date on  which  the  required  premiums  have  been
received at the Company's home office and any  application  amendments have been
received, reviewed, and accepted in the Company's home office.

No insurance under a Policy will take effect until actual  physical  delivery to
and acceptance of a Policy by the applicant. If the proposed insured dies before
actual physical  delivery to and acceptance of a Policy by the applicant,  there
will be no coverage  under the Policy and  coverage  will be  determined  solely
under the terms of the conditional receipt, if any, given to the applicant.

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
twenty-four  Policy  months  (the  "Minimum  Required  Premium")  (except  where
prohibited by state law). 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,  semiannual,  quarterly or
monthly  payments.  A  "preauthorized  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 result in termination of
a Policy during the first  twenty-four  Policy months  provided that any Minimum
Required  Premium  is paid and no policy  loan is taken.  Likewise,  payment  of
premiums in  accordance  with the planned  periodic  premium  schedule  does not
guarantee  that the  Policy  will  stay in  force  twenty-four  months  or later
following  the  Policy  Date or any time  after a policy  loan is taken,  if the
Policy's Net Surrender  Value is not at least equal to the Monthly Policy Charge
on the current  Monthly  Date,  unless the death benefit  guarantee  rider is in
effect.

The Company  will send  premium  reminder  notices in  accordance  with  planned
periodic  premium  schedules to policyowners  who are on annual,  semi-annual or
quarterly  premium  payment  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 twelve  month period ended  December 31, 1997,  the Company  received
premium payments totaling $25,983,907.

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. 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 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  Policy  Value.  This
percentage  is 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 a Policy 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  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 Policy 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 Value,
the  Company  reserves  the right to refund the  premium  payment.  Evidence  of
insurability under the Company's current underwriting  guidelines then in effect
may be required before acceptance of any such premium.

Allocation Of Premiums

The initial Net Premium Payment and any additional premiums received at the home
office of the Company prior to the  Effective  Date and during the first 20 days
from the  Effective  Date are  allocated  to the Money  Market  Division  of the
Separate  Account at the end of the Valuation  Period during which such premiums
are received.  On the 21st day from the Effective Date, Policy Value held in the
Money  Market  Division is  automatically  transferred  to the  Divisions of the
Separate  Account  or to the Fixed  Account,  or both,  in  accordance  with the
policyowner's direction for allocation of premium payments. If the 21st day from
the  Effective  Date is not a Business  Day, then the transfer will occur on the
first Business Day after the 21st day from the Effective Date.

Premium  payments  received  after  expiration  of  the  initial  20-day  period
described above are allocated among the Divisions, the Fixed Account, or both in
accordance  with the  directions  in the  application  for the Policy.  For each
Division and the Fixed  Account,  the  allocation  percentage  must be zero or a
whole number not less than ten. The sum of the percentages for all the Divisions
and the Fixed Account must equal 100. The  policyowner may change the allocation
of future  premium  payments  among the Divisions and the Fixed Account  without
payment of any fee or penalty, at any time, by Written Request to the Company or
by telephone as  described  below.  Changes in  allocation  percentages  will be
effective at the end of the Valuation  Period in which the Company  receives the
policyowner's request.

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 after the Policy is received by the  policyowner,  except - 30 days
     for policies  applied for in California by policyowners age 60 or over - 15
     days for policies  applied for in Colorado - 20 days for  policies  applied
     for in Idaho or North Dakota

   o 10 days after a written notice is delivered or mailed (as determined by its
     postmark)  to the  policyowner  which tells about the  cancellation  right;
     except - 30 days for policies applied for in California by policyowners age
     60 or over - 15 days for  policies  applied  for in  Colorado - 20 days for
     policies applied for in Idaho or North Dakota

   o  45 days after the policyowner completes the application.

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.

The  refunded  amount  will  ordinarily  be  disbursed  by  the  Company  to the
policyowner within five Business Days after the Written Request for cancellation
and the Policy are received in the Company's home office.  (See "Postponement of
Payments." )

VALUES AND POLICY FEATURES WHILE THE POLICY IS IN FORCE

Policy Values

A Policy has a Policy Value, a portion of which is available to the  policyowner
by taking a policy loan or upon total or partial  surrender  of the Policy.  See
"Policy Loans" and "Total and Partial  Surrenders"  below.  The Policy Value may
also affect the amount of the death  benefit.  See DEATH  BENEFITS  AND RIGHTS -
"Death Benefit." This Policy Value at any time is equal to the sum of the Values
in the  Investment  Accounts,  the  Fixed  Account  and the  Loan  Account.  The
following discussion relates only to the Investment  Accounts.  Policy loans are
discussed  under "Policy  Loans" and the Fixed  Account is discussed  under "The
Fixed Account." The portion of the Policy Value based on the Investment Accounts
is  not  guaranteed  and  will  vary  each  Business  Day  with  the  investment
performance of the underlying Accounts.

It is  possible  that the  investment  performance  would  cause the loss of the
entire amount allocated to the Investment Accounts.  Absent additional payments,
investment in the Fixed Account or a death benefit  guarantee rider,  this could
result in no death benefit upon the insured's death.

An Investment  Account is established under each Policy for each Division of the
Separate  Account to which Net Premiums or transfer amounts have been allocated.
Each  Investment  Account under a Policy  measures the interest of the Policy in
the corresponding  Division. The value of the Investment Account established for
a particular  Division is equal to the number of Units of that Division credited
to the Policy times the value of those Units.

Units of a  particular  Division  are credited to a Policy when Net Premiums are
allocated to that Division or amounts are transferred to that Division. Units of
a Division are  cancelled  when amounts are deducted,  transferred  or withdrawn
from the  Division.  The number of Units  credited or  cancelled  for a specific
transaction  is based on the  dollar  amount of the  transaction  divided by the
value  of the  Unit at the end of the  Business  Day on  which  the  transaction
occurs.  The number of Units credited with respect to a premium  payment will be
based on the applicable  Unit values at the end of the Business Day on which the
premium is received at the Company's home office.

Units are valued at the end of each  Business  Day. A Business  Day is deemed to
end at the time of the  determination  of the net  asset  value  of the  Account
shares. When an order involving the crediting or cancelling of Units is received
at the  Company's  home office after the end of a Business Day or on a day which
is not a Business  Day,  the order will be processed on the basis of Unit values
determined at the end of the next Business Day. Similarly,  any determination of
Policy  Value,  Investment  Account  value or death  benefit to be made on a day
which is not a Business Day will be made at the end of the next Business Day.

The  value of a Unit of each  Division  was  initially  fixed  at $10.  For each
subsequent  Business Day the Unit value is  determined by  multiplying  the Unit
value for the  preceding  Business  Day by the "net  investment  factor" for the
particular  Division for such subsequent Business Day. The net investment factor
for a Division for any Business Day is equal to (a) divided by (b), where:

   (a) is the net asset  value of the  underlying  Account or Mutual Fund shares
       held by that  Division at the end of such  Business Day before any policy
       transactions are made that day; and

   (b) is the net asset  value of the  underlying  Account or Mutual Fund shares
       held by that Division at the end of the  immediately  preceding  Business
       Day after all policy transactions have been made for that day.

The  Company  reserves  the right to  adjust  the  above  formula  for any taxes
determined by it to be attributable to the operations of the Division.

Transfers

The policyowner may transfer amounts among the Investment Accounts and the Fixed
Account on either an unscheduled or a scheduled basis.

   Transfers From an Investment Account

       Unscheduled  Transfers.  Transfers of amounts from one Investment Account
       to  another or to the Fixed  Account  can be made by the  policyowner.  A
       transfer from an Investment  Account to the Fixed Account may not be made
       if a transfer from the Fixed  Account to an  Investment  Account has been
       made  within  the six  month  period  prior to the date of the  requested
       transfer or if  immediately  after the transfer to the Fixed  Account the
       policyowner's  Fixed Account  Value exceeds $1 million.  The amount to be
       transferred  may be stated as a dollar  amount or as a percentage  of the
       value of the  Investment  Account  from which the transfer is to be made.
       The amount  transferred from each Investment Account must equal or exceed
       the  lesser  of  $100  or  100%  of  the  policyowner's  interest  in the
       Investment  Account.  Transfers  may be  completed  by  sending a Written
       Request to the Company at its home  office,  or by telephone as described
       below. (See "Service Available by Telephone.")

       All or  part of the  values  in one or more  Investment  Accounts  may be
       transferred  at one time.  Transfers  from an Investment  Account will be
       executed and values will be determined  in connection  with the transfers
       at the next computed  Unit value after the Company  receives the transfer
       request.  There is a $25 charge for the transfer on unscheduled transfers
       after the twelfth such transfer  during a Policy Year.  For this purpose,
       all  transfers  between and among the  Investment  Accounts and the Fixed
       Account will be treated as one transfer, if all the transfer requests are
       made at the same time as part of one request.  The Company also  reserves
       the  right  to  reject  transfer  instructions   submitted  for  multiple
       contracts  if the  instructions  are  provided by a person other than the
       policyowner.

       Scheduled  Transfers.   The  policyowner  may  elect  to  have  automatic
       transfers  completed  on a periodic  basis from any  Investment  Account.
       Scheduled  transfers may be initiated from an Investment  Account only if
       the  value of the  Investment  Account  equals  or  exceeds  $2,500  when
       scheduled   transfers  begin.  A  policyowner  may  establish   scheduled
       transfers by sending a Written  Request to the Company at its home office
       or by  telephone.  (See  "Service  Available  by  Telephone.")  Scheduled
       transfers will be completed on a monthly, quarterly, semiannual or annual
       basis on the date (other than the 29th,  30th or 31st)  specified  by the
       policyowner. The amount of the scheduled transfers (minimum of $100) will
       be the dollar amount or percentage of the value of the Investment Account
       as of the later of the Policy Date or most recent  Anniversary  Date,  as
       specified by the policyowner. Scheduled transfers will continue until the
       Policy Value in the Investment Account from which such transfers are made
       is exhausted or until the policyowner notifies the Company to discontinue
       such  transfers.  The Company  reserves  the right to limit the number of
       Investment Accounts from which transfers will be made simultaneously, but
       in no event will such limitation be less than two Investment Accounts.

   Transfer From The Fixed Account

   Transfers from the Fixed Account have special limitations which are described
   below. A policyowner may not make both an unscheduled  transfer and scheduled
   transfers from the Fixed Account during the same Policy Year.

       Unscheduled  Transfer. An unscheduled transfer in an amount not to exceed
       25% of the  policyowner's  Fixed  Account  value  as of the  later of the
       Policy Date or the last Anniversary,  may be made each Policy Year during
       the 30-day period  following the Policy Date or  Anniversary.  A transfer
       request must be made by the  policyowner  within such 30-day period.  The
       minimum  transfer  amount is $100 (or, if less,  the entire amount of the
       Fixed Account value).

       Scheduled  Transfers.   The  policyowner  may  elect  to  have  automatic
       transfers  completed on a monthly  basis from the Fixed Account to one or
       more  Investment  Accounts.  Scheduled  transfers are available  from the
       Fixed  Account only if the  policyowner's  Fixed  Account value equals or
       exceeds  $2,500  at the time  scheduled  transfers  begin.  (The  Company
       reserves  the  right to  change  that  amount  but it will  never  exceed
       $10,000.) A policyowner  may establish  scheduled  transfers by sending a
       Written  Request to the Company at its home office or by  telephone  (See
       "Service Available by Telephone").  Scheduled transfers will be completed
       on a  monthly  basis on the date  (other  than  the  29th,  30th or 31st)
       specified  by  the  policyowner.  The  amount  of the  monthly  transfers
       (minimum $50) will be the dollar amount  specified by the policyowner or,
       if elected by the policyowner, a percentage of the Fixed Account Value as
       of the later of the Policy Date or the most recent  Anniversary  Date, or
       if  requested  by the  policyowner,  the date the  Company  receives  the
       request.  In no event  shall  the  monthly  amount be more than 2% of the
       Fixed  Account  value as of the  applicable  date,  as  specified  by the
       policyowner.  Scheduled  monthly  transfers will continue until the Fixed
       Account value is exhausted or until the policyowner  notifies the Company
       to discontinue  the scheduled  transfers.  The amount of these  scheduled
       transfers  can be changed by the  policyowner  once each Policy Year,  by
       Written  Request or by telephone.  If the  policyowner  discontinues  the
       scheduled transfers, these transfers may not begin again until six months
       after the date of the last scheduled transfer.

Automatic Portfolio Rebalancing

Automatic  Portfolio  Rebalancing  (APR)  allows  you  to  maintain  a  specific
percentage of your Policy Values in each account over time. You may elect APR at
the time of application or after the Policy has been issued.

For  example,  a customer may elect APR and choose to rebalance so 50% of Policy
Values  are in the  Capital  Value  Division  and  50% are in the  Money  Market
Division.  At the end of the specified period, 60% of the values may be invested
in the Capital  Value  Division,  with the  remaining  40% invested in the Money
Market  Division.  By  rebalancing,  units from the Capital  Value  Division are
redeemed and applied as purchase payments to the Money Market Division so 50% of
the Policy Values are once again invested in each division.

APR is not available for values in the Fixed Account.  You may elect APR only if
you have not arranged for scheduled transfers from the same divisions.

APR transfers will not begin until the expiration of the "free look" period (see
"Policy Free Look"). There will be no charge for APR transfers.  These transfers
will not be considered as unscheduled transfers in determining any transfer fee.

You may rebalance through APR quarterly,  semi-annually,  or annually based on a
calendar year or Policy Year. In addition, you may rebalance on a one-time basis
by completing a form and  submitting it to the Company home office or by calling
1-800-247-9988  (if telephone  privileges  apply). The transfers will be made at
the end of the next  Valuation  Period after the APR  instruction is received by
the Company.

Policy Loans

So long as a Policy remains in effect and the Policy has Net Surrender  Value, a
policyowner  may  borrow  money  from the  Company  using the Policy as the only
security for the loan. The maximum amount that may be borrowed is 90% of the Net
Surrender  Value of the Policy as of the date a loan request is processed at the
Company's home office.  Policy loans,  whether in writing, by telephone or other
means, by any joint policyowner shall be binding on all joint policyowners.

The  minimum  amount  of any  policy  loan is $500.  Proceeds  of  policy  loans
ordinarily will be disbursed  within five Business 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 taken,  a portion of the Policy  Value equal to the amount
of the loan is transferred from the Fixed Account and/or the Investment Accounts
to the Loan  Account  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 in the same  proportion as the allocation  used for the
most recent Monthly Policy Charge. Any loan interest that is due and unpaid will
be  transferred in the same manner.  The Loan Account will be credited  interest
from the date of transfer.  During the first ten Policy Years,  the Loan Account
will earn  interest at an annual  rate of six  percent.  After the tenth  Policy
Anniversary,  the Loan  Account  will earn  interest at an annual rate of 7.75%.
Loan  repayments  will be allocated  among the Fixed Account and the  Investment
Accounts  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 at an annual rate of 8.0%. Interest
accrues daily and 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 same
rate. Adding unpaid interest to the loan principal will cause additional amounts
to be withdrawn  from the Fixed Account and/or  Investment  Accounts in the same
manner as described above for loans.  Amounts withdrawn 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  Policy  Charges on a Monthly Date.
If on any Monthly Date occurring  after a policy loan is taken the Net Surrender
Value is not  sufficient  to pay the Monthly  Policy  Charges,  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  if a loan is
outstanding. Loan Account values equal to the loan repayment will be transferred
to the Fixed Account  and/or  Investment  Accounts 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
Value.  If the  policy  loan had not been  made,  the  Policy  Value  would have
reflected  the  investment  experience  of the  Investment  Accounts  and/or the
interest  credited to the Fixed Account.  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 the Policy Value
payable at maturity.

Total and Partial Surrenders

A Policy has a Surrender Value and a Net Surrender Value. The Surrender Value of
a Policy is the Policy Value less the Surrender Charge.  The Net Surrender Value
of a Policy is its Surrender  Value less any loans and loan interest.  While 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.  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.")

 After the second  Policy  Anniversary  and so long as a Policy is in effect,  a
policyowner may request a partial surrender from the Net Surrender Value, but no
more than two times per Policy Year. The minimum  amount of a partial  surrender
is $500 and the maximum  amount that may be  surrendered in a Policy Year is 75%
of the Net  Surrender  Value as of the date of the first  partial  surrender.  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. No Surrender Charge is
assessed upon a partial surrender.  The Policy Value is reduced 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
face  amount  also is  reduced by the amount of the  partial  surrender  and the
transaction charge.

A policyowner may designate the amount of the partial  surrender and transaction
charge to be withdrawn from the Fixed Account and/or each Investment Account. If
no designation is made, the amount of the partial  surrender and the transaction
charge will be withdrawn in the same proportion as the allocation instruction in
effect for the Monthly Policy Charge.  The amount  surrendered will be withdrawn
from the Policy on a last in, first out basis.

Proceeds  from  partial  or total  surrender  of a  Policy  will  ordinarily  be
disbursed  within  five  Business  Days  from the date of  receipt  of a Written
Request at the Company's home office. (See "Postponement of Payments.")

DEATH BENEFITS AND RIGHTS

Death Proceeds

As long as a Policy  remains  in force,  the  Company  will,  upon  proof of the
insured's death and receipt of all additional claim requirements,  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 unpaid loans and
loan interest on the Policy,  and less any overdue Monthly Policy Charges 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 credited 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  Policy Value.  Under Option 1, the amount of death  benefit  remains
level (until the Policy Value exceeds certain limits). Under Option 2, the total
death benefit increases as the Policy Value increases. Thus, Option 1 emphasizes
the growth of Policy 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 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
   Policy Value on the date of death or the Policy 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  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
               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 unpaid  policy  loans or loan
interest  at the  time of  death,  and that the face  amount  of the  Policy  is
$50,000.

Under Option 1, because the death  benefit will be equal to or greater than 250%
of the Policy Value under this illustrative Policy, any time the Policy Value of
the Policy exceeds  $20,000,  the death benefit will exceed the Policy's $50,000
face amount.  Each  additional  dollar added to Policy Value above  $20,000 will
increase the death  benefit by $2.50.  Similarly,  any time Policy Value exceeds
$20,000,  each dollar taken out of Policy Value will reduce the death benefit by
$2.50.  If, for  example,  the Policy  Value is reduced  from $24,000 to $20,000
because of charges or negative investment performance, the death benefit will be
reduced from $60,000 to $50,000.  If, however,  at any time in this illustration
250% of the Policy  Value is less than  $50,000 and no partial  surrenders  have
been made, the death benefit will equal $50,000.  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 $50,000.

Under  Option 2, a Policy  with an  Policy  Value of  $10,000  will have a death
benefit of $60,000  ($50,000 + $10,000);  a Policy Value of $30,000 will yield a
death  benefit of $80,000  ($50,000 +  $30,000).  The death  benefit  under this
illustrative  Policy,  however,  must be at least equal to 250% of Policy  Value
(Policy Value plus 150% of Policy  Value).  As a result,  if the Policy Value of
the Policy  exceeds  $33,334,  the death  benefit  will be greater than the face
amount plus Policy Value.  Each additional  dollar of Policy Value above $33,334
will  increase the death  benefit by $2.50.  A contract on a 40-year old insured
that has an Policy  Value of $40,000  will  provide a death  benefit of $100,000
(250% x $40,000).  Similarly, any time Policy Value exceeds $33,334, each dollar
taken out of Policy Value reduces the death  benefit by $2.50.  If, for example,
the  Policy  Value is  reduced  from  $40,000  to  $34,000  because  of  partial
surrenders,  charges, or negative investment performance, the death benefit will
be  reduced  from  $100,000  to  $85,000.  If,  however,  at any  time  in  this
illustration  250% of the Policy Value were less than $50,000 plus Policy Value,
the death benefit would be $50,000 plus the Policy 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 Policy Charges.

Change in Death Benefit Option

A policyowner  may make a Written  Request to change the death benefit option on
or after the second Policy Anniversary. 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 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 $50,000.  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 guidelines 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 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 and the  policyowner
is not receiving benefits under a waiver rider. If the face amount of the Policy
is increased during the first  twenty-four  policy months,  the Minimum Required
Premium  will  increase  for  the  remainder  of the  twenty-four  month  period
following the date of the face amount increase. A policyowner may make a Written
Request to decrease  the face  amount at any time on or after the second  Policy
Anniversary  so long as the Policy is not in a grace  period and Monthly  Policy
Charges 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 and an adjustment application,  signed by the
          policyowner  and the  insured,  and shall be  subject to  evidence  of
          insurability  satisfactory  to  the  Company  under  its  underwriting
          guidelines  then in effect.  The  minimum  increase  in face amount is
          $50,000.  The age of the insured must be 85 or less at the time of the
          request.

     2.   A request  for a decrease  in face  amount  must be applied  for by an
          adjustment application, signed by the Policyowner and the insured, and
          may not reduce the face amount of the Policy below $50,000.

     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.

If a payment in an amount  greater than or equal to the  adjustment  conditional
receipt  premium  deposit is submitted with the adjustment  application,  then a
conditional  receipt  is  given to the  policyowner  reflecting  receipt  of the
payment and outlining any interim insurance coverage provided by the conditional
receipt.  The  adjustment  conditional  receipt  premium  deposit is that amount
calculated by the Company and provided to the policyowner in connection with the
policyowner's  request for a face amount increase.  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  and the Fixed  Account 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 and the Fixed Account in accordance  with the  policyowner's
exiting directions for allocation of premium payments.

There is no free look period with respect to any  increase in face  amount.  Any
increase in face amount will, however,  carry its own exchange right, which will
apply only to the increase in face  amount,  not the entire  Policy.  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 Value  attributable  to the increase
will be transferred to the fixed benefit policy. The portion of the Policy Value
attributable to the increase in face amount is determined by use of the ratio of
the face amount of the increase  over the face amount of 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 unpaid  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." )

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 Value on a
monthly  basis,  and other  charges will be deducted  from the Policy 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 Policy Value.

Premium Expense Charge

Upon  receipt of each premium  payment,  the Company  deducts a Premium  Expense
Charge.  The  Premium  Expense  Charge  includes a charge of 2.20% for state and
local  taxes and a charge of 1.25% for  federal  taxes.  The  charges for state,
local and federal taxes are not expected to exceed these taxes.  The charge also
includes a premium  sales load of 2.75% for premium  payments less than or equal
to the Target Premium and .75% for premium  payments in excess of Target Premium
made during  each of the first ten Policy  Years and,  with  respect to premiums
attributable  to any face  amount  increase,  made  during each of the first ten
years following the increase.  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. For the twelve month period
ended  December  31, 1997,  the Company  collected  $714,557 in premium  expense
charges and $896,445 in premium tax charges.

Monthly Policy Charge

On each Monthly Date, the Company will deduct from the Policy Value an amount to
cover certain charges and expenses  incurred in connection with the Policy.  The
Monthly  Policy Charge  deduction is made only from the Policy Value held in the
Fixed  Account  and/or  Investment  Accounts.  No  deduction is made from a Loan
Account.  The Monthly  Policy  Charge  will be  allocated  among the  Investment
Accounts and the Fixed Account in accordance with policyowner instruction on the
application for the Policy. The policyowner's  choice of 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 the Fixed Account or each Investment  Account,
the allocation  percentage  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  would not be  possible  on any  Monthly  Date due to
insufficient  value in the Fixed Account  and/or  Investment  Accounts,  Monthly
Policy  Charges  will be deducted on a Prorated  Basis.  The  deduction  for the
Monthly  Policy  Charge  consists  of a charge for the cost of  insurance  and a
charge  for any  optional  benefits  added by rider,  a  monthly  administration
charge, and a mortality and expense risks charge. During the twelve month period
ended December 31, 1997,  administrative  and cost of insurance  charges totaled
$1,616,662.

Cost of Insurance Charge

   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 Policy Value at the beginning of the policy month calculated as
          if the Monthly Policy Charges were zero.

The cost of insurance  rate is based on the gender,  issue age,  duration  since
issue,  smoking status 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  gender of the  insured.)  The rate will be  determined  by the
Company based upon its  expectations  as to 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 gender of the
insured (where  allowed by law).  Any change in current cost of insurance  rates
will apply to all individuals of the same age, gender and risk classification of
the insured. However, different maximum cost of insurance rates may apply to any
face amount  increases  under a Policy.  The cost of  insurance  rate for a face
amount increase is based on the insured's  gender (where allowed by law), age at
time  of  increase,   duration   since   increase,   smoking   status  and  risk
classification of the insured at the time of the increase.

Administration Charge

The current  administration  charge for a Policy during the first Policy Year is
an amount  equal to $.40 for each  $1,000 of Policy  face  amount.  The  monthly
charge is 1/12 x ($.40 for each $1,000 of face amount),  but not less than $6.00
per month and not greater  than $16.67 per month.  After the first  Policy Year,
the monthly  administration  charge for a Policy is  currently  set at $6.00 per
month. The monthly  administration  charge is guaranteed not to exceed an amount
equal to the greater of 1/12 x ($.60 for each  $1,000 of Policy face  amount) or
$10.00 per month, but no more than $25.00 per month during the first Policy Year
and no more than $10.00 per month after the first Policy  Year.  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.  (See  "Surrender
Charge.")  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,  recordkeeping,  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.

Mortality and Expense Risks Charge

The Company deducts a monthly charge from the Policy Value for the mortality and
expense risks it assumes under the Policies. This charge is made on each Monthly
Date at an  annual  rate of .90% of the  value of the  policyowner's  Investment
Accounts.  The charge is  currently  reduced to an annual rate of .27% after the
ninth Policy Year.  The Company  reserves the right to increase the .27% charge,
subject to the guaranteed  maximum annual rate of .90%. If the Company increases
the charge such increase will be applicable  only to Policies issued on or after
the date of the increase.  The mortality  risk assumed is that lives insured may
live for a shorter period of time than the Company  estimated.  The expense risk
assumed is that expenses incurred in issuing and administering the Policies will
be greater than the Company estimated. The Company will realize a gain from this
charge to the extent it is not needed to provide benefits and pay expenses under
the Policies.  During the twelve month period ended December 31, 1997, mortality
and expense risk charges totaled $86,725.

Transaction Charge

A transaction  charge of the lesser of $25 or 2% of the amount being surrendered
is imposed on each partial  surrender of Policy Value.  A transaction  charge of
$25 is imposed on each unscheduled transfer of Policy Value among the Investment
Accounts exceeding twelve 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. 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.  Thus,  surrender  of a Policy or
termination of a Policy for insufficient value within the first ten Policy Years
and within ten Policy 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.  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. All or a portion of
the Surrender  Charge will be partially or completely  waived on Policies issued
with an accounting  benefit rider upon total surrender in early Policy Years. An
accounting  benefit  rider is a rider  issued to a  corporate  owner of a Policy
designed to permit the  corporation  to include  greater Policy Value amounts on
its  Statement  of Net Assets in early  Policy  Years than  would  otherwise  be
possible.

The  Surrender  Charge is comprised of two parts:  A contingent  deferred  sales
charge and a contingent deferred  administration charge. During the twelve month
period  ended  December  31, 1997,  the Company  collected  $21,590 in surrender
charges.

Contingent Deferred Sales Charge

The contingent deferred sales charge is equal to 47.25% multiplied by the number
of Target Premiums defined below:

                                Number of Target Premiums

   Insured's Age        All States
    on Issue or        Except Oregon
  Adjustment Date      and New York     New York       Oregon

       0-45                2.00           2.00          2.00
       46-50               2.00           1.90          2.00
       51-55               2.00           1.75          2.00
       56-60               2.00           1.65          2.00
       61-65               2.00           1.55          2.00
       66-70               1.50           1.50          1.45
       71-75               1.08           1.10          1.05
       76-80               0.80           0.80          0.80
       81-85               0.48           0.50          0.50

The contingent deferred sales charge portion of the Surrender Charge is assessed
to recover sales expenses and is in addition to the 2.75% and .75% premium sales
load which is deducted when premium payments are made.

Contingent Deferred Administration Charge

The  contingent  deferred  administration  charge  is equal to $3 per  $1,000 of
Policy  face  amount,  but no greater  than $1,500 per  Policy.  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.

Surrender Charge Percentage

The  Surrender  Charge  during  any  Policy  Year  is  equal  to the  sum of the
contingent  deferred  sales charge and the  contingent  deferred  administration
charge multiplied by the applicable surrender percentage as shown below.

 Policy Year of Surrender        Surrender Charge Percentage
             1-5                            100.00%
             6                               95.24%
             7                               85.71%
             8                               71.43%
             9                               52.38%
            10                               28.57%
            11+                               0.00%

The Surrender Charge  applicable to a face amount increase will be determined by
multiplying  the increase in the face amount,  in thousands,  by the  contingent
deferred  administration  charge on the increase in face amount  (subject to the
$1,500 limit per Policy) and adding the premium  attributable to the face amount
increase (up to a maximum of two Target  Premiums)  multiplied by the contingent
deferred sales charge (47.25%). The premium attributable to the increase in face
amount is determined by use of the ratio of the face amount of the increase over
the face amount of the Policy  determined  at the  adjustment  date for the face
amount  increase.  The  contingent  deferred  sales  charge may be  reduced  for
insureds based on age at the Issue or Adjustment  Date as discussed  above under
the heading "Contingent Deferred Sales Charge." The sum of these amounts is then
multiplied  by the Surrender  Charge  percentage in the above table to determine
the Surrender Charge.

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

Sales Charge Limitations

If a Policy is surrendered at any time during the first two years after issuance
or after an increase in face amount, the Company will forego taking that part of
the deferred  sales charge with respect to "premiums"  paid for the initial face
amount or such increase,  whichever is  applicable,  which would cause the total
sales load (premium sales load portion of the Premium  Expense  Charge  deducted
from premium  payments plus contingent  deferred sales charge) to exceed the sum
of (i) 30% of the premiums paid up to the lesser of one guideline annual premium
or the maximum amount of premiums subject to the deferred sales charge plus (ii)
10% of the premiums paid in excess of one guideline  annual  premium,  up to the
lesser of two  guideline  annual  premiums  or the  maximum  amount of  premiums
subject to the deferred sales charge.

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 Accounts. The current investment management fee and total
operating  expenses  for each of the  Accounts  is  provided  under the  heading
"Separate  Account".  These  fees  and  expenses  are  fully  described  in  the
prospectuses for the Fund.

Special Provisions for Group or Sponsored Arrangements

Where permitted by state  insurance laws,  Policies may be purchased under group
or  sponsored  arrangements,  as  well  as  on an  individual  basis.  A  "group
arrangement"  includes  a program  under  which a trustee,  employer  or similar
entity  purchases  Policies  covering a group of individuals on a group basis. A
"sponsored arrangement" includes a program under which an employer permits group
solicitation  of its employees or an association  permits group  solicitation of
its members for the purchase of Policies on an individual basis.

The charges and deductions described above may be reduced for Policies issued in
connection with group or sponsored  arrangements.  Such arrangements may include
sales  without  premium  sales  loads  and/or  Surrender  Charges to  employees,
officers,  directors,  agents,  immediate  family members of the foregoing,  and
employees of agents of the Company and its subsidiaries. The Company will reduce
the above charges and  deductions  in accordance  with its rules in effect as of
the  date an  application  for a  Policy  is  approved.  To  qualify  for such a
reduction, a group or sponsored arrangement must satisfy certain criteria as to,
for example,  size of the group, expected number of participants and anticipated
premium  payments  from the group.  Generally,  the sales  contacts  and effort,
administrative costs and mortality cost per Policy vary based on such factors as
the size of the group or sponsored arrangements, the purposes for which Policies
are  purchased  and  certain  characteristics  of its  members.  The  amount  of
reduction  and the criteria  for  qualification  will reflect the reduced  sales
effort and  administrative  costs  resulting  from, and the different  mortality
experience  expected as a result of, sales to  qualifying  groups and  sponsored
arrangements.

The Company may modify from time to time, on a uniform  basis,  both the amounts
of reductions  and the criteria for  qualification.  Reductions in these charges
will not be unfairly  discriminatory against any person,  including the affected
policyowners  and all other  policyowners  with policies  funded by the Separate
Account.

In addition,  groups and persons  purchasing  under a sponsored  arrangement may
apply for flexible  underwriting.  If flexible underwriting is granted, the cost
of  insurance  charge may increase as a result of higher  anticipated  mortality
experience.  Flexible  underwriting  programs currently  available include batch
underwriting,    expanded   nonmedical   underwriting   and   guaranteed   issue
underwriting.

THE FIXED ACCOUNT

Policyowners  may allocate  Net Premiums and transfer  amounts from the Separate
Account to the Fixed Account, in which case such amounts are held in the General
Account  of the  Company.  Because of  exemptive  and  exclusionary  provisions,
interests in the Fixed Account have not been registered under the Securities Act
of 1933 and the General Account has not been registered as an investment company
under the Investment Company Act of 1940. Accordingly, neither the Fixed Account
nor any interests  therein are subject to the provisions of these Acts and, as a
result, the staff of the Securities and Exchange Commission has not reviewed the
disclosures  in this  prospectus  relating  to the  Fixed  Account.  Disclosures
regarding  the Fixed  Account  may,  however,  be subject  to certain  generally
applicable  provisions of the federal  securities  laws relating to the accuracy
and  completeness  of  statements  made  in  prospectuses.  This  prospectus  is
generally intended to serve as a disclosure document only for the aspects of the
Policy  involving the Separate  Account and contains  only selected  information
regarding the Fixed Account. More information regarding the Fixed Account may be
obtained from the Company's home office or from a sales representative.

The Company's obligations with respect to the Fixed Account are supported by the
Company's  General  Account.  Subject to  applicable  law,  the Company has sole
discretion over the investment of the assets in the General Account.

The Company  guarantees  that Net Premiums  allocated to the Fixed  Account will
accrue  interest daily at an effective  annual interest rate of not less than 3%
compounded  annually.  In its sole  discretion,  the Company may credit a higher
rate of interest.

Charges  under the  Policy  are the same as when the  Separate  Account is being
used,  except  that the  mortality  and expense  risks  charge is not imposed on
amounts of Policy Value in the Fixed Account.  The value of the Fixed Account on
any Business Day is the sum of the Net Premiums  allocated to the Fixed Account,
plus any transfers  from the Separate  Account,  plus  interest  credited to the
Fixed Account,  less surrenders,  Surrender  Charges,  Monthly Policy Charges or
transaction  fees  allocated  to the Fixed  Account or transfers to the Separate
Account.

POLICY TERMINATION AND REINSTATEMENT

Policy Termination

An initial  minimum  premium  payment is required to commence  coverage  under a
Policy. A minimum premium is required during the first twenty-four policy months
(the "Minimum Required Premium").  A notice of impending termination of a Policy
will be sent if during the 24 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 current data pages; and

   2. Is the number of completed months since the Policy Date.

Further,  a notice  of  impending  termination  of a Policy  will be sent if, 24
months after the Policy Date or later, or any time after a policy loan is taken,
the Net  Surrender  Value of the  Policy  is not at least  equal to the  Monthly
Policy Charge on the current Monthly Date and, if the Policy has a death benefit
guarantee rider, the death benefit  guarantee  premium  requirement has not been
satisfied. Payment of a planned periodic premium does not ensure that the Policy
will not enter a grace period 24 months or later following the Policy Date.

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 (1) minus (2) where:

     1.   Is  the  Minimum  Required  Premium  due on the  second  Monthly  Date
          following the beginning of the grace period; and

     2.   Is the sum of the premiums paid since the Policy Date.

If the grace  period ends before  receipt by the Company of the minimum  payment
described  above, the Company will pay to the policyowner any remaining value in
the Policy which would be (1) minus (2) where:

     1.   Is the Net  Surrender  Value  on the  Monthly  Date on or  immediately
          preceding the start of the grace period; and

     2.   Is the two Monthly Policy Charges applicable during the grace period.

If the grace  period  begins  because the Net  Surrender  Value is less than the
current  Monthly  Policy  Charge,  the minimum  payment is equal to (1) plus (2)
divided by (3) where:

   1.  Is the amount by which the Surrender Charge exceeds the Accumulated Value
       on the Monthly Date on or  immediately  preceding  the start of the grace
       period;

   2.  Is three Monthly Policy Charges; and

   3. Is 1 minus the maximum Premium Expense Charge.

If the grace period ends before we receive the minimum payment, the Company will
keep any remaining value in the Policy.

This payment is intended to reimburse the Company for the Monthly Policy Charges
during the 61-day  grace period and provide  sufficient  Policy Value to pay the
Monthly  Policy  Charge 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 Monthly  Policy  Charges as they are
processed.  Should  the  Policy's  Net  Surrender  Value not at least  equal the
Monthly  Policy  Charges 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 all  Monthly  Policy  Charges 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
failure to pay the  Minimum  Required  Premium on a Monthly  Date  during the 24
months following the Policy Date, or as a result of insufficient value,  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
guidelines then in effect and payment of a  reinstatement  premium are required.
The reinstatement  premium must be at least the greater of ((1) plus (2) divided
by (3)) or ((4) minus (5)) where:

     1.   Is the amount by which the Surrender  Charge  exceeds the  Accumulated
          Value on the Monthly Date on or immediately preceding the start of the
          grace period;

     2.   Is three Monthly Policy Charges;

     3.   Is (1) minus the maximum Premium Expense Charge;

     4.   Is  the  Minimum  Required  Premium  due on the  second  Monthly  Date
          following the beginning of the grace period; and

     5.   Is the sum of the premiums paid since the Policy Date.

Payment of Monthly Policy Charges 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 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.

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 Policy 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  Mutual  Fund  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 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 Fund or Account.
In addition,  the Company may disregard voting  instructions in favor of changes
initiated by a policyowner in the investment policy or the investment adviser of
the  Account  or  Mutual  Fund 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 Fund  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  semiannual
report to policyowners.

Statement of Values

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 Policy Value and Surrender Value;
    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;
    9. any investment gain or loss since the last statement;
   10. the designated beneficiary or beneficiaries;
   11. all riders included with the Policy; and
   12. a detailed summary of activity which occurred during the Policy Year.

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

Unless  telephone   transaction   services  are  declined  on  the  supplemental
application for a Policy, or at any subsequent time the policyowner notifies the
Company  in  writing  to  remove   telephone   transaction   services,   certain
transactions,  including transfers permitted by the Policy, Policy loans (Policy
loan  proceeds  will be mailed  only to the  policyowner's  address of  record),
changes in the allocation of future  premium  payments and changes in allocation
of the Monthly  Policy Charge,  may be made pursuant to telephone  instructions.
The  telephone  transactions  may be  exercised 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 Company is open for  business  to be  effective  that
day.  Requests made after that time or on a day when the Company 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 procedures include recording all
telephone instructions,  requesting personal identification  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.  Telephone  instructions
received from any joint  policyowner will be binding on all joint  policyowners.
The Company may modify or terminate telephone transfer procedures at any time.

You may obtain policy  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 policy
values,   initiate  certain  changes  to  your  policy,   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 policyowners.

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 or Mutual
Fund should no longer be available for  investment or if, in the judgment of the
Company's  management,  further  investment  in shares of any mutual fund 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.  If the Company  eliminates  or combines  existing  Divisions or
transfers  assets in one Division to another,  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. 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  Policy  Charges  or  waiving  of  premium   payments  upon  disability,
accelerating benefits in the event of terminal illness, providing cost of living
increases in benefits,  providing a death benefit  guarantee  (also known as "no
lapse guarantee"), providing extended coverage beyond the Maturity Date, and, in
the case of  business-owned  Policies,  permitting a change of the life insured,
providing face amount increases that reflect salary  increases,  providing extra
protection  increases 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  Policy
Charge.

The death benefit  guarantee (also known as "no lapse 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  Policy  Charges  on  a  Monthly  Date.  This  rider  is
automatically  made a part of a Policy if the issue age of the  insured is under
age 65 and (where  permitted by law) the planned periodic premium is equal to or
greater than the death benefit  guarantee  premium.  The rider terminates on the
later of the Policy  Anniversary  following the insured's  65th birthday or five
years  after the  effective  date of the  rider.  The death  benefit  (no lapse)
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  (no lapse)  guarantee  premiums
applicable to the number of months the Policy has been in force, less one month.
The death benefit (no lapse) guarantee premium is based on the issue age, gender
(where permitted by law),  death benefit option,  and risk class of the insured.
The monthly death benefit (no lapse) 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 (no lapse) 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 (no
lapse) guarantee premium  requirement.  If on any Monthly Date the death benefit
(no lapse)  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 a Company's  home office prior to the  expiration  of 61 days
after the date the notice is mailed, the death benefit (no lapse) 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 (no lapse)
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.

The death  benefit (no lapse)  guarantee  rider as discussed on this page and on
page 95 is not  available  in the  Commonwealth  of  Massachusetts.  Information
concerning  this  and  other  supplementary  benefits  may be  obtained  from an
authorized agent of the Company.

We will,  however,  subject to state  availability,  offer an Extended  Maturity
Rider to the  policyowner  six months prior to the Policy's  maturity date. This
rider will allow,  under  certain  conditions,  the  contract to remain in force
until the  insured's  death with a death benefit being paid rather than maturing
the contract.  The Extended  Maturity Rider is not available in the Commonwealth
of Massachusetts.

The Contract

The Policy, the application  attached to it, any supplemental  application,  any
adjustment applications,  any amendments to the application and the current data
pages 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  gender  of the  insured  has been  misstated  in an  application,
including a reinstatement  application,  the death benefit under the Policy will
be that which  would be  purchased  by the most recent  mortality  charge at the
correct age and gender.

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 that
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 to or from an  Investment
Account 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 Mutual Funds.

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 five Business 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,  semiannually,  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 Policy 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 several insurance policies 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  Effective
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
gender,  issue age, and risk  classification of the insured under the Policy. An
equitable adjustment in the new policy's payments and cash or Policy Values will
be made to reflect  variances,  if any, in the payments and Policy  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,  gender 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.")

Term Conversion Bonus Program

Owners of a One Year Term Policy,  Renewable 7 Times  (hereafter  referred to as
Convertible  Bonus Term or CBT) issued by the Company may convert the CBT policy
to the Policy  described in this Prospectus  subject to certain  conditions.  If
those conditions are met and if the conversion occurs within policy years 3-5 of
the CBT policy,  the Company  will reduce the total annual first year premium of
the Policy by 20% of the lesser of the target  premium or the  planned  periodic
premium as shown on the Policy data pages. The Company accomplishes this premium
reduction by paying into the Policy a single bonus  payment  equal to 20% of the
lesser of target premium or planned periodic premium as shown on the Policy data
pages.  As a part of the  conversion  process,  the Owner of the CBT policy must
satisfy certain suitability requirements for the PrinFlex Policy.

The 20% bonus will be allocated  among the divisions of the Separate  Account or
to the  Fixed  Account,  or both,  in the same  ratio as the Net  Premiums.  The
policyowner  will not  receive a cost  basis in the Policy for the amount of the
bonus.  If the Owner exercises the right to return the Contract during the "free
look" period,  the amount returned is reduced by any conversion  credit applied.
See "Policy Free Look."

In making the  decision  as to  whether to convert  the CBT policy to a PrinFlex
policy,  the Owner should  carefully review the CBT contract and this Prospectus
as the charges and  provisions of the contracts  differ.  Time elapsed under the
CBT policy will not be credited to the Policy for  calculation  of any  duration
based  charge or  feature,  including  but not limited  to:  Surrender  Charges;
Premium  expense  charges;  monthly  administration  charges;  minimum  required
premium; Mortality and Expense Risks charges; or net loan rates.

To  initiate a  conversion,  the  Company  must  receive:  1) a life  conversion
application;  2) a supplemental  application;  and 3) any required premiums. The
conversion  will become  effective  upon receipt of the  completed  items listed
above and acceptance of the  application.  The transaction will be valued at the
end of the  Valuation  Period in which the Company  receives  all the  necessary
documentation at its home office.

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 Policies
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 gender of the  insured.  In addition,  commissions  will include 0% to 3% 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 Policies  distributed by
broker-dealers other than the principal underwriter will vary.

For the twelve month period  ended  December 31, 1997,  the Company paid Princor
Financial   Services   Corporation    $4,955,109   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  also  the
principal  underwriter for various registered  investment companies 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. This list includes some of
the same people  (designated by an *), who are serving in the same capacities as
officers  and  directors  of  the  underwriter,   Princor   Financial   Services
Corporation. The principal business address for each officer and director is The
Principal Financial Group, Des Moines, Iowa 50392.

*JOHN E. ASCHENBRENNER             Director
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                   Vice President -
                                      Mutual Fund 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
*ELLEN Z. LAMALE                   Director
*GREGG R. NARBER                   Director
*RICHARD L. PREY                   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:

EXECUTIVE OFFICERS (OTHER THAN DIRECTORS):

JOHN EDWARD ASCHENBRENNER             Senior Vice President

DENNIS PAUL FRANCIS                   Senior Vice President

THOMAS JEFFERSON GAARD                Senior Vice President

MICHAEL HARRY GERSIE                  Senior Vice President

THOMAS JOHN GRAF                      Senior Vice President

RONALD EUGENE KELLER                  Executive Vice President

GREGG ROSS NARBER                     Senior Vice President and General Counsel

MARY AGNES O'KEEFE                    Senior Vice President

RICHARD LEO PREY                      Senior Vice President

CARL CHANSON WILLIAMS                 Senior Vice President
                                      and Chief Information Officer

DIRECTORS:

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

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

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

CHARLES DANIEL GELATT, JR.                     President, NMT Corporation.
Director
Member, Executive Committee
Chair, Human Resources Committee

JOHN BARRY GRISWELL                            President, Principal Mutual Life Insurance Company since March 1998. Executive Vice
Director                                       President 1996 - 1998. Senior Vice President 1988 - 1996.

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

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

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

WILLIAM TURNBALL KERR                          Chairman, President & Chief Executive Officer, Meredith Corporation since January
Director                                       1998. President and Chief Executive Officer, 1997-1998.  President and Chief
Member, Executive Committee and                Operating Officer 1994 -1997. Prior thereto, Executive Vice President.
Chair, Nominating Committee

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

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

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

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

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

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

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

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

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 to 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 Policy (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 Assignments 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 policyowner 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 gender.  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 Gregg 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 financial  statements  of the Company 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.




                         Report of Independent Auditors






Board of Directors and Participants
Principal Mutual Life Insurance Company


We have audited the  accompanying  statement  of net assets of Principal  Mutual
Life Insurance Company Variable Life Separate Account (comprising, respectively,
the Balanced,  Bond,  Capital  Accumulation  [formerly  Common Stock],  Emerging
Growth,  High Yield and Money  Market  Divisions  and,  beginning  in 1997,  the
Aggressive  Growth,  Asset  Allocation,  Fidelity  Contrafund,  Fidelity  Equity
Income, Fidelity High Income, Government Securities, Growth and World Divisions)
as of December 31, 1997, and the related statements of operations and changes in
net assets for each of the three years in the period then ended. These financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation of securities owned as of December 31, 1997, by correspondence with
the transfer agent. An audit also includes  assessing the accounting  principles
used and  significant  estimates made by  management,  as well as evaluating the
overall financial statement  presentation.  We believe that our audits provide a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Principal Mutual Life Insurance
Company  Variable Life Separate Account at December 31, 1997, and the results of
its  operations and the changes in its net assets for each of the three years in
the  period  then  ended,  in  conformity  with  generally  accepted  accounting
principles.

/s/ Ernst & Young LLP

Des Moines, Iowa
February 6, 1998



<PAGE>



                     Principal Mutual Life Insurance Company
                         Variable Life Separate Account

                             Statement of Net Assets

                                December 31, 1997

<TABLE>
<CAPTION>
       Assets
       Investments:
          Aggressive Growth Division:
<S>                                                                                                <C>
            Principal Aggressive Growth Fund, Inc. - 240,359 shares at net asset value of
              $16.29 per share (cost - $3,970,708)                                                 $  3,915,455
          Asset Allocation Division:
            Principal Asset Allocation Fund, Inc. - 47,050 shares at net asset value of
              $11.94 per share (cost - $585,657)                                                        561,781
          Balanced Division:
            Principal Balanced Fund, Inc. - 367,958 shares at net asset value
              of $15.51 per share (cost - $5,287,634)                                                 5,707,028
          Bond Division:
            Principal Bond Fund, Inc. - 192,771 shares at net asset value of $11.78 per
              share (cost - $2,224,667)                                                               2,270,847
          Capital Accumulation Division:
            Principal Capital Accumulation Fund, Inc. - 341,605 shares at net asset value of
              $34.61 per share (cost - $10,361,384)                                                  11,822,941
          Emerging Growth Division:
            Principal Emerging Growth Fund, Inc. - 541,771 shares at net asset value of
              $35.47 per share (cost - $15,188,481)                                                  19,216,629
          Fidelity Contrafund Division:
            Fidelity Variable Insurance Products Fund II: Contrafund
              Portfolio. - 104,790 shares at net asset value of $19.94 per share
              (cost - $1,974,469)                                                                     2,089,509
          Fidelity Equity Income Division:
            Fidelity Variable Insurance Products Fund: Equity Income Portfolio - 41,940
              shares at net asset value of $24.28 per share (cost - $945,776)                         1,018,314
          Fidelity High Income Division:
            Fidelity Variable Insurance Products Fund: High Income Portfolio - 24,264 shares
              at net asset value of $13.58 per share (cost - $308,579)                                  329,510
          Government Securities Division:
            Principal Government Securities Fund, Inc. - 9,722 shares at net asset value of
              $10.72 per share (cost - $107,383)                                                        104,221
          Growth Division:
            Principal Growth Fund, Inc. - 53,546 shares at net asset value of $17.21 per
              share (cost - $890,537)                                                                   921,533
          High Yield Division:
            Principal High Yield Fund, Inc. - 235,077 shares at net asset value of $8.90 per
              share (cost - $2,113,910)                                                               2,092,182
          Money Market Division:
            Principal Money Market Fund, Inc. - 4,328,456 shares at net asset value (cost)
              of $1.00 per share                                                                      4,328,456
          World Division:
            Principal World Fund, Inc. - 195,415 shares at net asset value of $13.90 per
              share (cost - $2,881,930)                                                               2,716,270
                                                                                               ----------------
       Net assets                                                                                   $57,094,676
                                                                                               ================
</TABLE>


<PAGE>



                     Principal Mutual Life Insurance Company
                         Variable Life Separate Account

                       Statement of Net Assets (continued)




<TABLE>
<CAPTION>
                                                                                    Unit
                                                                       Units       Value
                                                                    -------------------------
                                                                    -------------------------
        Net assets are represented by:
<S>                                                                    <C>         <C>           <C>
           Aggressive Growth Division - PrinFlex Life                  316,073     $12.39        $  3,915,455

           Asset Allocation Division - PrinFlex Life                    48,811      11.51             561,781

           Balanced Division:
             Flex Variable Life                                        162,831      26.70           4,347,323
             PrinFlex Life                                             117,668      11.56           1,359,705
                                                                                             ----------------
                                                                                                    5,707,028
           Bond Division:
             Flex Variable Life                                         79,771      22.37           1,784,224
             PrinFlex Life                                              44,349      10.97             486,623
                                                                                             ----------------
                                                                                                    2,270,847
           Capital Accumulation Division:
             Flex Variable Life                                        257,844      33.63           8,672,300
             PrinFlex Life                                             251,678      12.52           3,150,641
                                                                                             ----------------
                                                                                                   11,822,941
           Emerging Growth Division:
             Flex Variable Life                                        358,540      39.89          14,301,443
             PrinFlex Life                                             408,693      12.03           4,915,186
                                                                                             ----------------
                                                                                                   19,216,629

           Fidelity Contrafund Division - PrinFlex Life                172,484      12.11           2,089,509

           Fidelity Equity Income Division - PrinFlex Life              83,042      12.26           1,018,314

           Fidelity High Income Division - PrinFlex Life                28,608      11.52             329,510

           Government Securities Division - PrinFlex Life                9,538      10.93             104,221

           Growth Division - PrinFlex Life                              75,951      12.13             921,533

           High Yield Division - Flex Variable Life                     96,497      21.68           2,092,182

           Money Market Division:
             Flex Variable Life                                         31,890      15.71             500,843
             PrinFlex Life                                             365,753      10.47           3,827,613
                                                                                             ----------------
                                                                                                    4,328,456

           World Division - PrinFlex Life                              247,757      10.96           2,716,270
                                                                                             ----------------
        Net assets                                                                                $57,094,676
                                                                                             ================

See accompanying notes.
</TABLE>


<PAGE>



                     Principal Mutual Life Insurance Company
                         Variable Life Separate Account

                            Statements of Operations




<TABLE>
<CAPTION>
                                                                                               Combined
                                                                                             --------------
                Year ended December 31, 1997 Investment income (loss) Income:
<S>                                                                                              <C>
                   Dividends                                                                     $   980,811
                   Capital gains distributions                                                     2,062,456
                                                                                             --------------
                                                                                                   3,043,267
                Expenses:
                 Mortality and expense risks                                                         323,452
                                                                                             --------------
                Net investment income (loss)                                                       2,719,815

                Realized and unrealized gains (losses) on investments
                Net realized gains on investments                                                  1,992,490
                Change in net unrealized appreciation/depreciation of investments                  2,414,101
                                                                                             ==============
                Net increase (decrease) in net assets resulting from operations                   $7,126,406
                                                                                             ==============

                Year ended December 31, 1996 Investment income Income:
                   Dividends                                                                     $   576,069
                   Capital gains distributions                                                     1,240,739
                                                                                             --------------
                                                                                                   1,816,808
                Expenses:
                   Mortality and expense risks                                                       160,075
                                                                                             --------------
                Net investment income                                                              1,656,733

                Realized and unrealized gains (losses) on investments
                Net realized gains on investments                                                    196,669
                Change in net unrealized appreciation/depreciation of investments                  1,785,917
                                                                                             --------------
                Net increase in net assets resulting from operations                              $3,639,319
                                                                                             ==============

                Year ended December 31, 1995 Investment income Income:
                   Dividends                                                                     $   376,014
                   Capital gains distributions                                                       429,058
                                                                                             --------------
                                                                                                     805,072
                Expenses:
                   Mortality and expense risks                                                        95,590
                                                                                             --------------
                Net investment income                                                                709,482

                Realized and unrealized gains (losses) on investments
                Net realized gains on investments                                                    254,585
                Change in net unrealized appreciation/depreciation of investments                  1,956,773
                                                                                             --------------
                Net increase in net assets resulting from operations                              $2,920,840
                                                                                             ==============
</TABLE>


<PAGE>









<TABLE>
<CAPTION>
       Aggressive        Asset                                           Capital        Emerging Growth     Fidelity
         Growth        Allocation       Balanced     Bond Division     Accumulation        Division        Contra Fund
       Division*       Division*        Division                         Division                           Division*
     --------------------------------------------------------------------------------------------------------------------
     --------------------------------------------------------------------------------------------------------------------



<S>       <C>             <C>              <C>             <C>          <C>                <C>             <C>
          $   8,174       $11,857          $150,137        $136,267     $   211,818        $   121,340     $           -
            410,207        42,154           346,134               -         794,643            390,128                 -
     --------------------------------------------------------------------------------------------------------------------
            418,381        54,011           496,271         136,267       1,006,461            511,468                 -

             12,033         1,700            38,702          14,802          69,600            127,942             6,014
     --------------------------------------------------------------------------------------------------------------------
            406,348        52,311           457,569         121,465         936,861            383,526            (6,014)


              2,207           549           236,637          18,598         342,684          1,366,571               850
            (55,253)      (23,876)          104,396          55,567         895,157          1,395,355           115,040
     ====================================================================================================================
           $353,302       $28,984          $798,602        $195,630      $2,174,702         $3,145,452          $109,876
     ====================================================================================================================




      $           -   $         -          $110,439       $  92,610     $   118,875       $     99,423     $           -
                  -             -           244,144               -         745,903            250,692                 -
     --------------------------------------------------------------------------------------------------------------------
                  -             -           354,583          92,610         864,778            350,115                 -

                  -             -            25,360           8,256          36,169             74,424                 -
     --------------------------------------------------------------------------------------------------------------------
                  -             -           329,223          84,354         828,609            275,691                 -


                  -             -            20,387           2,798          36,486            136,928                 -
                  -             -            77,334         (53,168)        247,560          1,479,684                 -
     ====================================================================================================================
      $           -   $         -          $426,944       $  33,984      $1,112,655         $1,892,303     $           -
     ====================================================================================================================




      $           -   $         -         $  85,937       $  47,997    $     79,394       $     65,593     $           -
                  -             -            72,211               -         293,683             63,164                 -
     --------------------------------------------------------------------------------------------------------------------
                  -             -           158,148          47,997         373,077            128,757                 -

                  -             -            17,258           5,384          22,976             43,103                 -
     --------------------------------------------------------------------------------------------------------------------
                  -             -           140,890          42,613         350,101             85,654                 -


                  -             -            28,104           4,064          49,320            172,414                 -
                  -             -           316,677          85,230         433,439          1,127,081                 -
     ====================================================================================================================
      $           -   $         -          $485,671        $131,907     $   832,860         $1,385,149     $           -
     ====================================================================================================================
</TABLE>


<PAGE>



                     Principal Mutual Life Insurance Company
                         Variable Life Separate Account

                      Statements of Operations (continued)


<TABLE>
<CAPTION>
                                                                                          Fidelity Equity
                                                                                         Income Division*
                                                                                       ----------------------
           Year ended December 31, 1997 Investment income (loss) Income:
<S>                                                                                          <C>
              Dividends                                                                      $         -
              Capital gains distributions                                                              -
                                                                                       ----------------------
                                                                                                       -
           Expenses:
              Mortality and expense risks                                                          3,260
                                                                                       ----------------------
           Net investment income (loss)                                                           (3,260)

           Realized and unrealized gains (losses) on investments
           Net realized gains on investments                                                         630
           Change in net unrealized appreciation/depreciation of investments                      72,538
                                                                                       ======================
           Net increase (decrease) in net assets resulting from operations                       $69,908
                                                                                       ======================

           Year ended December 31, 1996 Investment income Income:
              Dividends                                                                      $         -
              Capital gains distributions                                                              -
                                                                                       ----------------------
                                                                                                       -
           Expenses:
              Mortality and expense risks                                                              -
                                                                                       ----------------------
           Net investment income                                                                       -

           Realized and unrealized gains (losses) on investments
           Net realized gains on investments                                                           -
           Change in net unrealized appreciation/depreciation of investments                           -
                                                                                       ----------------------
           Net increase in net assets resulting from operations                              $         -
                                                                                       ======================

           Year ended December 31, 1995 Investment income Income:
              Dividends                                                                      $         -
              Capital gains distributions                                                              -
                                                                                       ----------------------
                                                                                                       -
           Expenses:
            Mortality and expense risks                                                                -
                                                                                       ----------------------
           Net investment income                                                                       -

           Realized and unrealized gains (losses) on investments
           Net realized gains on investments                                                           -
           Change in net unrealized appreciation/depreciation of investments                           -
                                                                                       ----------------------
           Net increase in net assets resulting from operations                              $         -
                                                                                       ======================

See accompanying notes.
*    Commenced operations in February, 1997.
</TABLE>


<PAGE>








<TABLE>
<CAPTION>
   Fidelity High         Government
  Income Division*       Securities          Growth        High Yield      Money Market     World Division*
                          Division*        Division*        Division         Division
- -------------------------------------------------------------------------------------------------------------



<S> <C>                      <C>             <C>             <C>               <C>              <C>
    $         -              $5,365          $  9,349        $162,794          $119,402         $  44,308
              -                   -             5,271               -                 -            73,919
- -------------------------------------------------------------------------------------------------------------
              -               5,365            14,620         162,794           119,402           118,227

          1,353                 138             2,499          11,434            24,697             9,278
- -------------------------------------------------------------------------------------------------------------
         (1,353)              5,227            12,121         151,360            94,705           108,949


          3,224                  15               299          19,548                 -               678
         20,931              (3,162)           30,996         (27,928)                -          (165,660)
=============================================================================================================
        $22,802              $2,080           $43,416        $142,980         $  94,705         $ (56,033)
=============================================================================================================




    $         -           $       -       $         -        $107,701         $  47,021     $           -
              -                   -                 -               -                 -                 -
- -------------------------------------------------------------------------------------------------------------
              -                   -                 -         107,701            47,021                 -

              -                   -                 -           7,858             8,008                 -
- -------------------------------------------------------------------------------------------------------------
              -                   -                 -          99,843            39,013                 -


              -                   -                 -              70                 -                 -
              -                   -                 -          34,507                 -                 -
=============================================================================================================
    $         -           $       -       $         -        $134,420         $  39,013     $           -
=============================================================================================================




    $         -           $       -       $         -       $  72,460         $  24,633     $           -
              -                   -                 -               -                 -                 -
- -------------------------------------------------------------------------------------------------------------
              -                   -                 -          72,460            24,633                 -

              -                   -                 -           3,702             3,167                 -
- -------------------------------------------------------------------------------------------------------------
              -                   -                 -          68,758            21,466                 -


              -                   -                 -             683                 -                 -
              -                   -                 -          (5,654)                -                 -
=============================================================================================================
    $         -           $       -       $         -       $  63,787         $  21,466     $           -
=============================================================================================================
</TABLE>



<PAGE>



                     Principal Mutual Life Insurance Company
                         Variable Life Separate Account

                       Statements of Changes in Net Assets

                  Years ended December 31, 1997, 1996 and 1995



<TABLE>
<CAPTION>
                                                                                            Combined
                                                                                         ----------------
                                                                                         ----------------

<S>                                                                                         <C>
       Net assets at January 1, 1995                                                        $  9,253,241

       Increase (decrease) in net assets
       Operations:
          Net investment income                                                                  709,482
          Net realized gains on investments                                                      254,585
          Change in net unrealized appreciation/depreciation of investments                    1,956,773
                                                                                         ----------------
                                                                                         ----------------
       Net increase in net assets resulting from operations                                    2,920,840

       Policy related transactions:
          Net premium payments, less sales charges and applicable premium taxes
                                                                                               9,511,939
          Contract terminations and surrenders                                                  (514,344)
          Death benefit payments                                                                  (9,358)
          Policy loan transfers                                                                 (275,660)
          Transfers to other contracts                                                        (2,602,796)
          Cost of insurance and administration charges                                        (1,539,242)
          Surrender charges                                                                      (66,485)
                                                                                         ----------------
                                                                                         ----------------
       Increase (decrease) in net assets from policy related transactions                      4,504,054
                                                                                         ----------------
                                                                                         ----------------
       Total increase (decrease)                                                               7,424,894
                                                                                         ----------------
                                                                                         ----------------
       Net assets at December 31, 1995                                                        16,678,135

       Increase (decrease) in net assets
       Operations:
          Net investment income                                                                1,656,733
          Net realized gains on investments                                                      196,669
          Change in net unrealized appreciation/depreciation of investments                    1,785,917
                                                                                         ----------------
       Net increase in net assets resulting from operations                                    3,639,319

       Policy related transactions:
          Net premium payments, less sales charges and applicable premium taxes
                                                                                              18,395,810
          Contract terminations and surrenders                                                  (722,867)
          Death benefit payments                                                                 (37,233)
          Policy loan transfers                                                                 (473,677)
          Transfers to other contracts                                                        (5,580,579)
          Cost of insurance and administration charges                                        (2,456,536)
          Surrender charges                                                                      (97,354)
                                                                                         ----------------
       Increase in net assets from policy related transactions                                 9,027,564
                                                                                         ----------------
       Total increase                                                                         12,666,883
                                                                                         ----------------
       Net assets at December 31, 1996                                                        29,345,018
</TABLE>


<PAGE>










<TABLE>
<CAPTION>
                                         Capital           Emerging            High             Money
    Balanced            Bond           Accumulation         Growth            Yield            Market
    Division          Division           Division          Division          Division         Division
- ------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------

<S>                   <C>                <C>               <C>               <C>              <C>
     $1,805,216       $   510,098        $2,269,318        $  3,800,792      $   244,852      $   622,965



        140,890            42,613           350,101              85,654           68,758           21,466
         28,104             4,064            49,320             172,414              683                -
        316,677            85,230           433,439           1,127,081           (5,654)               -
- ------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------
        485,671           131,907           832,860           1,385,149           63,787           21,466



      1,036,158           444,236         1,633,021           4,022,336          673,413        1,702,775
        (89,520)          (24,317)         (149,990)           (238,336)         (10,016)          (2,165)
              -                 -            (2,336)             (4,755)               -           (2,267)
        (52,264)           (4,770)          (56,174)           (159,532)          (3,158)             238
       (145,034)          (52,638)         (218,351)           (338,865)         (52,617)      (1,795,291)
       (233,775)          (78,861)         (313,935)           (707,162)         (60,938)        (144,571)
        (11,571)           (3,144)          (19,388)            (30,806)          (1,295)            (281)
- ------------------------------------------------------------------------------------------------------------
        503,994           280,506           872,847           2,542,880          545,389         (241,562)
- ------------------------------------------------------------------------------------------------------------
        989,665           412,413         1,705,707           3,928,029          609,176         (220,096)
- ------------------------------------------------------------------------------------------------------------
      2,794,881           922,511         3,975,025           7,728,821          854,028          402,869



        329,223            84,354           828,609             275,691           99,843           39,013
         20,387             2,798            36,486             136,928               70                -
         77,334           (53,168)          247,560           1,479,684           34,507                -
- ------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------
        426,944            33,984         1,112,655           1,892,303          134,420           39,013



      1,743,079           953,519         2,993,788           6,727,306          507,382        5,470,736
        (98,967)          (23,277)         (167,257)           (390,394)         (15,620)         (27,352)
        (11,941)              (81)          (17,425)             (7,786)               -                -
         (9,028)          (21,841)         (153,962)           (276,069)           3,597          (16,374)
       (161,403)         (115,001)         (217,253)           (785,468)         (56,488)      (4,244,966)
       (325,580)         (103,879)         (481,237)         (1,131,138)         (99,942)        (314,760)
        (13,328)           (3,135)          (22,526)            (52,577)          (2,104)          (3,684)
- ------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------
      1,122,832           686,305         1,934,128           4,083,874          336,825          863,600
- ------------------------------------------------------------------------------------------------------------
      1,549,776           720,289         3,046,783           5,976,177          471,245          902,613
- ------------------------------------------------------------------------------------------------------------
      4,344,657         1,642,800         7,021,808          13,704,998        1,325,273        1,305,482
</TABLE>


<PAGE>



                     Principal Mutual Life Insurance Company
                         Variable Life Separate Account

                 Statements of Changes in Net Assets (continued)






<TABLE>
<CAPTION>
                                                                                             Combined
                                                                                        -------------------

<S>                                                                                          <C>
Net assets at January 1, 1997                                                                $29,345,018

Increase (decrease) in net assets
Operations:
   Net investment income (loss)                                                                2,719,814
   Net realized gains on investments                                                           1,992,490
   Change in net unrealized appreciation/depreciation of investments                           2,414,102
                                                                                        -------------------
                                                                                        -------------------
Net increase (decrease) in net assets resulting from operations                                7,126,406

Policy related transactions:
   Net premium payments, less sales charges and applicable premium taxes
                                                                                              51,193,569
   Contract terminations and surrenders                                                      (10,340,289)
   Death benefit payments                                                                        (35,772)
   Policy loan transfers                                                                        (990,280)
   Transfers to other contracts                                                              (14,297,011)
   Cost of insurance and administration charges                                               (4,726,082)
   Surrender charges                                                                            (180,883)
                                                                                        -------------------
                                                                                        -------------------
Increase in net assets from policy related transactions                                       20,623,252
                                                                                        -------------------
                                                                                        -------------------
Total increase                                                                                27,749,658
                                                                                        -------------------
                                                                                        ===================
Net assets at December 31, 1997                                                              $57,094,676
                                                                                        ===================



See accompanying notes.
</TABLE>


<PAGE>











<TABLE>
<CAPTION>
   Aggressive          Asset                                           Capital        Emerging Growth   Fidelity Contra
Growth Division*    Allocation       Balanced     Bond Division     Accumulation          Division       Fund Division*
                     Division*       Division                         Division
- -------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------

<S>                 <C>                <C>              <C>          <C>                  <C>           <C>
$              -    $           -      $4,344,657       $1,642,800   $  7,021,808         $13,704,998   $              -



        406,348            52,311         457,569          121,465        936,861             383,525            (6,014)
          2,207               549         236,637           18,598        342,684           1,366,571               850
        (55,253)          (23,876)        104,396           55,567        895,157           1,395,356           115,040
- -------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------
        353,302            28,984         798,602          195,630      2,174,702           3,145,452           109,876



      3,869,959           562,968       3,035,179        1,595,001      6,782,066          11,608,767         2,125,905
         (5,409)              (15)     (1,398,821)        (414,701)    (2,651,564)         (5,304,517)             (666)
              -                 -               -                -         (8,829)            (25,030)                -
        (12,314)           (6,314)       (145,315)         (55,770)      (183,175)           (430,694)           (9,953)
        (56,802)             (690)       (454,671)        (434,583)      (441,824)         (1,619,014)          (24,082)
       (225,959)          (23,132)       (450,585)        (250,798)      (827,795)         (1,777,795)         (110,670)
         (7,322)              (20)        (22,018)          (6,732)       (42,448)            (85,538)             (901)
- -------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------
      3,562,153           532,797         563,769          432,417      2,626,431           2,366,179         1,979,633
- -------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------
      3,915,455           561,781       1,362,371          628,047      4,801,133           5,511,631         2,089,509
- -------------------------------------------------------------------------------------------------------------------------
=========================================================================================================================
     $3,915,455          $561,781      $5,707,028       $2,270,847    $11,822,941         $19,216,629        $2,089,509
=========================================================================================================================
</TABLE>



<PAGE>



                     Principal Mutual Life Insurance Company
                         Variable Life Separate Account

                 Statements of Changes in Net Assets (continued)





<TABLE>
<CAPTION>
                                                                                        Fidelity Equity
                                                                                        Income Division*
                                                                                     -----------------------

<S>                                                                                    <C>
     Net assets at January 1, 1997                                                     $              -

     Increase (decrease) in net assets
     Operations:
        Net investment income (loss)                                                             (3,260)
        Net realized gains on investments                                                           630
        Change in net unrealized appreciation/depreciation of investments                        72,538
                                                                                     -----------------------
                                                                                     -----------------------
     Net increase (decrease) in net assets resulting from operations                             69,908

     Policy related transactions:
        Net premium payments, less sales charges and applicable premium taxes
                                                                                              1,018,045
        Contract terminations and surrenders                                                       (740)
        Death benefit payments                                                                        -
        Policy loan transfers                                                                      (800)
        Transfers to other contracts                                                             (9,962)
        Cost of insurance and administration charges                                            (57,135)
        Surrender charges                                                                        (1,002)
                                                                                     -----------------------
                                                                                     -----------------------
     Increase in net assets from policy related transactions                                    948,406
                                                                                     -----------------------
                                                                                     -----------------------
     Total increase                                                                           1,018,314
                                                                                     -----------------------
                                                                                     =======================
     Net assets at December 31, 1997                                                         $1,018,314
                                                                                     =======================



See accompanying notes.


*    Commenced operations in February, 1997.
</TABLE>


<PAGE>











<TABLE>
<CAPTION>
   Fidelity High          Government                                         Money Market
  Income Division*   Securities Division*      Growth        High Yield        Division     World Division*
                                             Division*        Division
- -------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------

<S>                    <C>                <C>                   <C>             <C>         <C>
  $           -        $           -      $           -         $1,325,273      $1,305,482  $              -



         (1,353)               5,227             12,121            151,360          94,705          108,949
          3,224                   15                299             19,548               -              678
         20,931               (3,162)            30,996            (27,928)              -         (165,660)
- -------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------
         22,802                2,080             43,416            142,980          94,705          (56,033)



        369,108              109,941            938,351          1,100,347      15,023,945        3,053,987
           (262)                   -               (168)          (254,148)       (307,677)          (1,601)
              -                    -                  -             (1,913)              -                -
        (26,280)                   -                (73)           (38,855)        (59,858)         (20,879)
        (20,415)              (1,786)            (1,396)           (56,489)    (11,072,400)        (102,897)
        (15,088)              (6,014)           (58,369)          (121,092)       (647,510)        (154,140)
           (355)                   -               (228)            (3,921)         (8,231)          (2,167)
- -------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------
        306,708              102,141            878,117            623,929       2,928,269        2,772,303
- -------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------
        329,510              104,221            921,533            766,909       3,022,974        2,716,270
- -------------------------------------------------------------------------------------------------------------
=============================================================================================================
       $329,510             $104,221           $921,533         $2,092,182      $4,328,456       $2,716,270
=============================================================================================================
</TABLE>



<PAGE>



                     Principal Mutual Life Insurance Company
                         Variable Life Separate Account

                          Notes to Financial Statements

                                December 31, 1997




1. Investment and Accounting Policies

Principal  Mutual Life  Insurance  Company  Variable Life Separate  Account (the
Separate  Account) is a segregated  investment  account of Principal Mutual Life
Insurance  Company  (Principal  Mutual) and is registered  under the  Investment
Company Act of 1940 as a unit investment  trust,  with no stated  limitations on
the number of authorized  units. As directed by eligible  policyowners and prior
to February,  1997, the Separate  Account invested solely in shares of Principal
Balanced Fund, Inc.,  Principal Bond Fund, Inc.,  Principal Capital Accumulation
Fund, Inc.,  Principal  Emerging Growth Fund,  Inc.,  Principal High Yield Fund,
Inc., and Principal Money Market Fund,  Inc.,  diversified  open-end  management
investment companies organized by Principal Mutual.

In February, 1997, Principal Mutual began offering a new product, PrinFlex Life.
This  product  increased  the  Separate  Account  investment  options to include
Principal  Aggressive Growth Fund, Inc.,  Principal Asset Allocation Fund, Inc.,
Principal  Government  Securities  Fund,  Inc.,  Principal Growth Fund, Inc. and
Principal World Fund,  Inc., also  diversified  open-end  management  investment
companies  organized  by  Principal  Mutual.  Other  options of this product are
Fidelity Variable  Insurance  Products Fund II: Contrafund  Portfolio,  Fidelity
Variable Insurance Products Fund: Equity-Income Portfolio, and Fidelity Variable
Insurance Products Fund: High Income Portfolio.

Investments are stated at the closing net asset values per share on December 31,
1997. The average cost method is used to determine  realized gains and losses on
investments.  Dividends  are taken  into  income on an  accrual  basis as of the
ex-dividend date.

Use of Estimates in the Preparation of Financial Statements

The preparation of the Separate Account's financial  statements and accompanying
notes  requires  management to make  estimates and  assumptions  that affect the
amounts reported and disclosed.  These estimates and assumptions could change in
the future as more  information  becomes  known,  which could impact the amounts
reported and disclosed in the financial statements and accompanying notes.




<PAGE>



                     Principal Mutual Life Insurance Company
                         Variable Life Separate Account

                    Notes to Financial Statements (continued)




2. Expenses and Policy Charges

Principal Mutual is compensated for the following expenses and charges:

   Flex  Variable  Life  Contracts -  Mortality  and  expense  risks  assumed by
   Principal Mutual are compensated for by a charge equivalent to an annual rate
   of .75% of the asset value of each policy. An annual administration charge of
   $57 for each  policy and a cost of  insurance  charge,  which is based on the
   Company's expected future mortality  experience,  is deducted as compensation
   for administrative and insurance  expenses,  respectively.  The mortality and
   expense  risk,  annual  administration,  and  insurance  charges  amounted to
   $236,727,  $277,142,  and  $2,832,278,   respectively,   in  1997;  $160,075,
   $231,648, and $2,224,888,  respectively,  in 1996; and $95,590, $166,464, and
   $1,372,778,  respectively,  in 1995. A sales charge of 5.0% is deducted  from
   each payment made on behalf of each participant. The sales charge is deducted
   from the payments by Principal Mutual prior to their transfer to the Separate
   Account.  In  addition,  a  surrender  charge up to a  maximum  of 25% of the
   minimum first year premium may be imposed upon total surrender or termination
   of a policy for insufficient value.

   PrinFlex  Life  Contracts - Mortality  and expense risks assumed by Principal
   Mutual are compensated  for by a charge  equivalent to an annual rate of .90%
   of the asset value of each policy.  A monthly  administration  charge of $.40
   for each $1,000 of policy face amount will be deducted from policies in their
   first year. After the first policy year, the monthly administration charge is
   $6.00 per month. A cost of insurance charge,  which is based on the Company's
   expected future  mortality  experience,  is also deducted as compensation for
   insurance  charges.  The  mortality  and expense  risk,  administration,  and
   insurance   charges   amounted  to:   $86,725,   $230,502   and   $1,386,160,
   respectively,  during the year ending  December  31,  1997. A sales charge of
   2.75% of premiums  less than or equal to target  premium and .75% of premiums
   in  excess  of  target  is  deducted  from  each  payment  on  behalf of each
   participant.  The sales charge is deducted  from  contributions  by Principal
   Mutual prior to their transfer to the Separate Account.


3. Federal Income Taxes

The operations of the Separate Account are a part of the operations of Principal
Mutual.  Under  current  practice,  no federal  income  taxes are  allocated  by
Principal Mutual to the operations of the Separate Account.



<PAGE>



                     Principal Mutual Life Insurance Company
                         Variable Life Separate Account

                    Notes to Financial Statements (continued)


4. Purchases and Sales of Investment Securities

The aggregate units and cost of purchases and proceeds from sales of investments
were as follows:

<TABLE>
<CAPTION>
                                                             Year ended December 31, 1997
                                                Units          Amount           Units      Amount Redeemed
                                              Purchased       Purchased       Redeemed
                                            -------------- ---------------- -------------- -----------------
   Aggressive Growth Division:
<S>                                           <C>            <C>               <C>           <C>
     PrinFlex Life                               343,834     $  4,288,340         27,761     $     319,839
   Asset Allocation Division:
     PrinFlex Life                                51,667          616,979          2,856            31,871
   Balanced Division:
     Flex Variable Life                           67,360        2,010,011         95,006         2,391,024
     PrinFlex Life                               128,270        1,521,439         10,602           119,088
                                            -------------- ---------------- -------------- -----------------
                                                 195,630        3,531,450        105,608         2,510,112
   Bond Division:
     Flex Variable Life                           51,436        1,162,750         52,293         1,098,247
     PrinFlex Life                                51,729          568,518          7,380            79,139
                                            -------------- ---------------- -------------- -----------------
                                                 103,165        1,731,268         59,673         1,177,386
   Capital Accumulation Division:
     Flex Variable Life                          119,379        4,364,014        127,882         3,865,122
     PrinFlex Life                               281,944        3,424,513         30,266           360,113
                                            -------------- ---------------- -------------- -----------------
                                                 401,323        7,788,527        158,148         4,225,235
   Emerging Growth Division:
     Flex Variable Life                          180,420        6,880,578        240,515         8,968,075
     PrinFlex Life                               442,300        5,239,657         33,607           402,455
                                            -------------- ---------------- -------------- -----------------
                                                 622,720       12,120,235        274,122         9,370,530
   Fidelity Contra Fund Division:
     PrinFlex Life                               185,497        2,125,905         13,013           152,286
   Fidelity Equity Income Division:
     PrinFlex Life                                89,263        1,018,045          6,221            72,899
   Fidelity High Income Division:
     PrinFlex Life                                34,237          369,108          5,629            63,753
   Government Securities Division:
     PrinFlex Life                                10,283          115,306            745             7,938
   Growth Division:
     PrinFlex Life                                81,327          952,971          5,376            62,733
   High Yield Division:
     Flex Variable Life                           52,320        1,263,141         23,011           487,852
   Money Market Division:
     Flex Variable Life                          158,768        2,472,127        213,736         3,276,766
     PrinFlex Life                             1,225,077       12,671,220        859,324         8,843,607
                                            -------------- ---------------- -------------- -----------------
                                               1,383,845       15,143,347      1,073,060        12,120,373
   World Division:
     PrinFlex Life                               273,767        3,172,214         26,010           290,962
                                            ============== ================ ============== =================
                                               3,828,878      $54,236,836      1,781,233       $30,893,769
                                            ============== ================ ============== =================
</TABLE>


<PAGE>



                     Principal Mutual Life Insurance Company
                         Variable Life Separate Account

                    Notes to Financial Statements (continued)




4. Purchases and Sales of Investment Securities (continued)

<TABLE>
<CAPTION>
                                                             Year ended December 31, 1996
                                                Units          Amount           Units      Amount Redeemed
                                              Purchased       Purchased       Redeemed
                                            -------------- ---------------- -------------- -----------------
   Balanced Division:
<S>                                           <C>            <C>               <C>           <C>
     Flex Variable Life                           82,222     $  2,097,662         29,319       $   645,607
   Bond Division:
     Flex Variable Life                           48,357        1,046,130         13,728           275,471
   Capital Accumulation Division:
     Flex Variable Life                          126,497        3,858,566         44,900         1,095,829
   Emerging Growth Division:
     Flex Variable Life                          224,022        7,077,421         89,178         2,717,856
   High Yield Division:
     Flex Variable Life                           28,126          615,083          9,553           178,415
   Money Market Division:
     Flex Variable Life                          370,523        5,517,757        311,613         4,615,144
                                            ============== ================ ============== =================
                                                 879,747      $20,212,619        498,291        $9,528,322
                                            ============== ================ ============== =================

                                                             Year ended December 31, 1995
                                                Units          Amount           Units      Amount Redeemed
                                              Purchased       Purchased       Redeemed
                                            -------------- ---------------- -------------- -----------------
   Balanced Division:
     Flex Variable Life                           56,758     $  1,194,305         29,073       $   549,421
   Bond Division:
     Flex Variable Life                           24,137          492,234          8,980           169,115
   Capital Accumulation Division:
     Flex Variable Life                           87,030        2,006,098         40,420           783,150
   Emerging Growth Division:
     Flex Variable Life                          165,606        4,151,094         60,516         1,522,560
   High Yield Division:
     Flex Variable Life                           40,295          745,873          7,739           131,726
   Money Market Division:
     Flex Variable Life                          120,838        1,727,408        138,209         1,947,504
                                            ============== ================ ============== =================
                                                 494,664      $10,317,012        284,937        $5,103,476
                                            ============== ================ ============== =================
</TABLE>



<PAGE>



                     Principal Mutual Life Insurance Company
                         Variable Life Separate Account

                    Notes to Financial Statements (continued)


5. Net Assets

Net assets at December 31, 1997 consisted of the following:

<TABLE>
<CAPTION>
                                                                                                      Net Unrealized
                                                                                Accumulated Net        Appreciation
                                                            Unit Transactions  Investment Income    (Depreciation) of
                                              Combined                                                 Investments
                                          -------------------------------------------------------------------------------
                                          -------------------------------------------------------------------------------
   Aggressive Growth Division:
<S>                                           <C>               <C>                 <C>               <C>
     PrinFlex Life                            $  3,915,455      $  3,593,399        $   377,309       $    (55,253)
   Asset Allocation Division:
     PrinFlex Life                                 561,781           535,866             49,791            (23,876)
   Balanced Division:
     Flex Variable Life                          4,347,323         3,313,616            570,678            463,029
     PrinFlex Life                               1,359,705         1,303,982             99,358            (43,635)
                                          -------------------------------------------------------------------------------
                                                 5,707,028         4,617,598            670,036            419,394
   Bond Division:
     Flex Variable Life                          1,784,224         1,591,066            142,356             50,802
     PrinFlex Life                                 486,623           468,328             22,917             (4,622)
                                          -------------------------------------------------------------------------------
                                                 2,270,847         2,059,394            165,273             46,180
   Capital Accumulation Division:
     Flex Variable Life                          8,672,300         6,007,408          1,281,725          1,383,167
     PrinFlex Life                               3,150,641         2,910,036            162,215             78,390
                                          -------------------------------------------------------------------------------
                                                11,822,941         8,917,444          1,443,940          1,461,557
   Emerging Growth Division:
     Flex Variable Life                         14,301,443         9,938,788            411,578          3,951,077
     PrinFlex Life                               4,915,186         4,746,894             91,221             77,071
                                          -------------------------------------------------------------------------------
                                                19,216,629        14,685,682            502,799          4,028,148
   Fidelity Contra Fund Division:
     PrinFlex Life                               2,089,509         1,980,071             (5,602)           115,040
   Fidelity Equity Income Division:
     PrinFlex Life                               1,018,314           948,814             (3,038)            72,538
   Fidelity High Income Division:
     PrinFlex Life                                 329,510           309,714             (1,135)            20,931
   Government Securities Division:
     PrinFlex Life                                 104,221           102,509              4,874             (3,162)
   Growth Division:
     PrinFlex Life                                 921,533           879,180             11,357             30,996
   High Yield Division:
     PrinFlex Life                               2,092,182         1,854,628            259,282            (21,728)
   Money Market Division:
     Flex Variable Life                            500,843           493,808              7,035                  -
     PrinFlex Life                               3,827,613         3,812,109             15,504                  -
                                          -------------------------------------------------------------------------------
                                                 4,328,456         4,305,917             22,539                  -
   World Division:
     PrinFlex Life                               2,716,270         2,782,660             99,270           (165,660)
                                          ===============================================================================
                                               $57,094,676       $47,572,876         $3,596,695         $5,925,105
                                          ===============================================================================
</TABLE>


<PAGE>



                     Principal Mutual Life Insurance Company
                         Variable Life Separate Account

                    Notes to Financial Statements (continued)




6. Year 2000 Issues (Unaudited)

Like  other  investment   funds,   financial  and  business   organizations  and
individuals  around the world, the Separate Account could be adversely  affected
if the computer systems used by Principal Mutual and other service  providers do
not properly  process and calculate  date-related  information and data from and
after January 1, 2000. In 1996, Principal Mutual completed its assessment of the
Year 2000 impact on its systems,  procedures,  customers and business processes.
At  December  31,  1997,  management  estimates  that  approximately  95% of the
identified  modifications have been completed for its Year 2000 project.  System
testing, using an isolated test environment,  will begin early in 1998. Ultimate
project completion is targeted for early 1999, which is prior to any anticipated
impact on Principal Mutual's operations.

The date on which  Principal  Mutual  believes  it will  complete  the Year 2000
modifications  are based on  management's  best  estimates,  which were  derived
utilizing  numerous   assumptions  of  future  events.   Principal  Mutual  also
recognizes there are outside  influences and  dependencies  relative to its Year
2000 effort, over which it has little or no control.  However,  Principal Mutual
is putting effort into ensuring these  considerations  will have minimal impact.
These would include the continued availability of certain resources, third-party
modification  plans and many other factors.  However,  there can be no guarantee
that these estimates will be achieved and actual results could differ from those
anticipated.






                         Report of Independent Auditors







The Board of Directors
Principal Mutual Life Insurance Company

We have audited the accompanying  consolidated  statements of financial position
of The  Principal  Financial  Group(R) (the Company) as of December 31, 1997 and
1996, and the related  consolidated  statements of  operations,  equity and cash
flows for each of the three years in the period ended  December 31, 1997.  These
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the  consolidated  financial  position of The Principal
Financial  Group(R) at December 31, 1997 and 1996, and the consolidated  results
of its  operations  and its cash flows for each of the three years in the period
ended  December  31,  1997 in  conformity  with  generally  accepted  accounting
principles.

/s/ Ernst & Young LLP

Des Moines, Iowa
January 30, 1998



<PAGE>



                        The Principal Financial Group(R)

                      Consolidated Statements of Operations




<TABLE>
<CAPTION>
                                                                         Year ended December 31
                                                                    1997          1996          1995
                                                                ------------------------------------------
                                                                              (In Millions)
Revenue
<S>                                                                 <C>           <C>           <C>
Premiums and annuity and other considerations                       $4,668        $5,121        $5,243
Policy and contract charges                                            658           555           491
Net investment income                                                2,922         2,869         2,741
Net realized capital gains                                             219           436           122
Commissions and other income                                           199           150           143
                                                                ------------------------------------------
Total revenue                                                        8,666         9,131         8,740

Expenses
Benefits, claims and settlement expenses                             5,632         6,087         6,142
Dividends to policyowners                                              299           299           307
Operating expenses                                                   2,040         1,915         1,740
                                                                ------------------------------------------
                                                                ------------------------------------------
Total expenses                                                       7,971         8,301         8,189
                                                                ------------------------------------------

Income before income taxes                                             695           830           551

Income taxes                                                           241           304           207
                                                                ------------------------------------------
                                                                ==========================================
Net income                                                         $   454       $   526       $   344
                                                                ==========================================



See accompanying notes.
</TABLE>


<PAGE>



                        The Principal Financial Group(R)

                  Consolidated Statements of Financial Position




<TABLE>
<CAPTION>
                                                                                        December 31
                                                                                     1997         1996
                                                                                 ---------------------------
                                                                                 ---------------------------
                                                                                       (In Millions)

Assets
<S>                                                                                 <C>          <C>
Debt securities, available-for-sale                                                 $21,546      $21,974
Equity securities, available-for-sale                                                 1,273        1,023
Mortgage loans                                                                       13,286       12,409
Real estate                                                                           2,632        2,474
Policy loans                                                                            749          736
Other investments                                                                       130          102
Cash and cash equivalents                                                               546          271
Accrued investment income                                                               457          464
Deferred acquisition costs                                                            1,057        1,058
Property held for Company use                                                           232          222
Separate account assets                                                              23,627       17,218
Other assets                                                                          1,519        1,191
                                                                                 ---------------------------
                                                                                 ===========================
Total assets                                                                        $67,054      $59,142
                                                                                 ===========================
                                                                                 ===========================

Liabilities
Contractholder funds                                                                $23,179      $23,194
Future policy benefits and claims                                                    11,239       10,575
Other policyowner funds                                                                 314          454
Policyowner dividends payable                                                           444          447
Debt                                                                                    459          399
Income taxes currently payable                                                          298          283
Deferred income taxes                                                                   803          623
Separate account liabilities                                                         23,560       17,166
Other liabilities                                                                     1,474        1,347
                                                                                 ---------------------------
                                                                                 ---------------------------
Total liabilities                                                                    61,770       54,488

Equity
Surplus                                                                               4,257        3,803
Net unrealized gains on available-for-sale securities                                 1,038          860
Foreign currency translation adjustment, net                                            (11)          (9)
                                                                                 ---------------------------
                                                                                 ---------------------------
Total equity                                                                          5,284        4,654
                                                                                 ---------------------------
                                                                                 ===========================
Total liabilities and equity                                                        $67,054      $59,142
                                                                                 ===========================



See accompanying notes.
</TABLE>


<PAGE>



                        The Principal Financial Group(R)

                        Consolidated Statements of Equity

<TABLE>
<CAPTION>
                                                                Net Unrealized    Foreign Currency
                                                                   Gains on         Translation
                                                              Available-for-Sale  Adjustment, net   Total Equity
                                                    Surplus       Securities
                                                  ---------------------------------------------------------------
                                                                          (In Millions)

<S>                                                 <C>            <C>                  <C>            <C>
   Balances at January 1, 1995                      $2,933         $     48             $  (6)         $2,975

   Net income                                          344                -                 -             344
   Increase in unrealized appreciation on debt
     securities, available-for-sale                      -            1,834                 -           1,834
   Increase in unrealized appreciation on equity
     securities, available-for-sale                      -              411                 -             411
   Adjustments for assumed changes in
     amortization patterns:
     Deferred acquisition costs                          -             (315)                -            (315)
     Unearned revenue reserves                           -               52                 -              52
   Provision for deferred income taxes                   -             (694)                -            (694)
   Change in foreign currency translation
     adjustment, net                                     -                -                (1)             (1)
                                                  ---------------------------------------------------------------
   Balances at December 31, 1995                     3,277            1,336                (7)          4,606

   Net income                                          526                -                 -             526
   Decrease in unrealized appreciation on debt
     securities, available-for-sale                      -             (543)                -            (543)
   Decrease in unrealized appreciation on equity
     securities, available-for-sale                      -             (262)                -            (262)
   Adjustments for assumed changes in
     amortization patterns:
     Deferred acquisition costs                          -               83                 -              83
     Unearned revenue reserves                           -              (11)                -             (11)
   Provision for deferred income tax benefit             -              257                 -             257
   Change in foreign currency translation
     adjustment, net                                     -                -                (2)             (2)
                                                  ---------------------------------------------------------------
   Balances at December 31, 1996                     3,803              860                (9)          4,654

   Net income                                          454                -                 -             454
   Increase in unrealized appreciation on debt
     securities, available-for-sale                      -              197                 -             197
   Increase in unrealized appreciation on equity
     securities, available-for-sale, including
     seed money in separate accounts                     -              118                 -             118
   Adjustments for assumed changes in
     amortization patterns:
     Deferred acquisition costs                          -              (44)                -             (44)
     Unearned revenue reserves                           -                4                 -               4
   Provision for deferred income taxes                   -              (97)                -             (97)
   Change in foreign currency translation
     adjustment, net                                     -                -                (2)             (2)
                                                  ===============================================================
   Balances at December 31, 1997                    $4,257           $1,038              $(11)         $5,284
                                                  ===============================================================

See accompanying notes.
</TABLE>


<PAGE>



                        The Principal Financial Group(R)

                      Consolidated Statements of Cash Flows




<TABLE>
<CAPTION>
                                                                            Year ended December 31
                                                                         1997        1996        1995
                                                                      ------------------------------------
                                                                                 (In Millions)
Operating activities
<S>                                                                     <C>        <C>        <C>
Net income                                                              $   454    $     526  $     344
Adjustments to reconcile net income to net cash provided by
   operating activities:
   Amortization of deferred acquisition costs                               170          178        145
   Additions to deferred acquisition costs                                 (213)        (215)      (206)
   Accrued investment income                                                  7           15          6
   Contractholder and policyowner liabilities and dividends               1,657          240        523
   Current and deferred income taxes                                         96           20         93
   Net realized capital gains                                              (219)        (436)      (122)
   Depreciation and amortization expense                                    117          112         74
   Other                                                                   (393)        (230)       440
                                                                      ------------------------------------
                                                                      ------------------------------------
Net adjustments                                                           1,222         (316)       953
                                                                      ------------------------------------
Net cash provided by operating activities                                 1,676          210      1,297

Investing activities Available-for-sale securities:
   Purchases                                                             (7,827)     (11,762)   (13,195)
   Sales                                                                  7,493        8,949      9,333
   Maturities                                                             1,204        2,796      2,485
Mortgage loans acquired or originated                                    (9,925)      (2,955)    (2,837)
Mortgage loans sold or repaid                                             8,977        1,619      1,702
Real estate acquired                                                       (309)        (166)      (143)
Real estate sold                                                            198          253         38
Net change in policy loans                                                  (13)         (25)       (28)
Net change in property held for Company use                                 (11)         (18)       (23)
Net change in other investments                                             (38)         (74)       (12)
                                                                      ------------------------------------
Net cash used in  investment activities                                    (251)      (1,383)    (2,680)

Financing activities
Issuance of debt                                                             75           43         21
Principal repayments of debt                                                (28)         (29)       (71)
Proceeds of short-term borrowings                                         5,089        1,451        990
Repayment of short-term borrowings                                       (4,974)      (1,282)      (990)
Investment contract deposits                                              4,134        7,496      6,756
Investment contract withdrawals                                          (5,446)      (6,530)    (5,310)
                                                                      ------------------------------------
Net cash provided by (used in) financing activities                      (1,150)       1,149      1,396
                                                                      ------------------------------------

Net increase (decrease) in cash and cash equivalents                        275          (24)        13

Cash and cash equivalents at beginning of year                              271          295        282
                                                                      ------------------------------------
                                                                      ====================================
Cash and cash equivalents at end of year                                $   546    $     271  $     295
                                                                      ====================================



See accompanying notes.
</TABLE>


<PAGE>



                        The Principal Financial Group(R)

                   Notes to Consolidated Financial Statements

                                December 31, 1997


1.  Nature of Operations and Significant Accounting Policies

Description of Business

The Principal  Financial  Group(R) (the Company),  comprised of Principal Mutual
Life Insurance Company (Principal Mutual) and its subsidiaries, is a diversified
financial services  organization engaged in the marketing and management of life
insurance,  annuity,  health, pension and other financial products and services,
primarily in the United States.

Pending Reorganization

On September 18, 1997, the board of directors  adopted a Plan of  Reorganization
whereby  Principal  Mutual  will form a new  mutual  insurance  holding  company
(Principal Mutual Holding Company) and convert to a stock life insurance company
(Principal  Life  Insurance  Company).  All  of the  shares  of  Principal  Life
Insurance  Company will be issued  initially to Principal Mutual Holding Company
through  two  newly  formed  intermediate  holding  companies,  and there are no
current  plans to offer the stock of  Principal  Life  Insurance  Company or its
parent companies to third parties.  The reorganization will not become effective
unless approved by policyowners and regulatory  authorities.  The reorganization
itself will not have a material financial impact on the Company.

Basis of Presentation

The  accompanying  consolidated  financial  statements  of the  Company  and its
majority-owned  subsidiaries  have been  prepared in conformity  with  generally
accepted  accounting  principles (GAAP).  Less than  majority-owned  entities in
which the Company has at least a 20%  interest  are reported on the equity basis
in the consolidated  statements of financial position as other investments.  All
significant intercompany accounts and transactions have been eliminated.

Total assets of the unconsolidated entities amounted to $1.1 billion at December
31, 1997 and $1.5  billion at December 31, 1996,  and total  revenues  were $294
million in 1997,  $349  million in 1996 and $320  million in 1995.  During 1997,
1996 and 1995, the Company included $19 million,  $(3) million and $(9) million,
respectively,  in net  investment  income  representing  the Company's  share of
current year net income (losses) of the unconsolidated entities.

Use of Estimates in the Preparation of Financial Statements

The  preparation  of  the  Company's   consolidated   financial  statements  and
accompanying  notes requires  management to make estimates and assumptions  that
affect the amounts reported and disclosed. These estimates and assumptions could
change in the future as more information  becomes known,  which could impact the
amounts  reported and disclosed in the  consolidated  financial  statements  and
accompanying notes.



<PAGE>



                        The Principal Financial Group(R)

             Notes to Consolidated Financial Statements (continued)




1.  Nature of Operations and Significant Accounting Policies (continued)

Significant Risks

The following is a description of the most significant risks facing  diversified
financial service organizations and how the Company mitigates those risks:

Legal or  regulatory  risk is the risk that  changes in the legal or  regulatory
environment  in which an insurer  operates will create  additional  expenses not
anticipated by the insurer in pricing its products.  The Company  mitigates this
risk by offering a wide range of products and  operating  throughout  the United
States  and the world,  thus  reducing  its  exposure  to any single  product or
jurisdiction,  and also by employing  underwriting  practices which identify and
minimize the adverse impact of this risk.

Credit  risk is the risk that  issuers  of  securities  owned by the  Company or
borrowers  through  mortgage  loans on real  estate  will  default or that other
parties that owe the Company  money,  will not pay. The Company  minimizes  this
risk by adhering to a conservative  investment  strategy,  by maintaining  sound
credit  and  collection  policies  and  by  providing  for  any  amounts  deemed
uncollectible.

Interest  rate risk is the risk that  interest  rates  will  change  and cause a
decrease  in the value of the  Company's  investments.  This change in rates may
also cause certain  interest-sensitive  products to become  uncompetitive or may
cause  disintermediation.  The Company  mitigates this risk by charging fees for
policyowners'  contract  terminations,  by offering  products that transfer this
risk to the purchaser  and by  attempting to match the maturity  schedule of its
assets  with  the  expected  payout  of  its  liabilities.  To the  extent  that
liabilities  come due more quickly than assets mature,  an insurer would have to
borrow funds or sell assets prior to maturity and  potentially  recognize a gain
or loss.

Cash and Cash Equivalents

Cash and cash  equivalents  include cash on hand,  money market  instruments and
other debt issues with a maturity date of three months or less when purchased.

Investments

Investments in debt and equity  securities are classified as  available-for-sale
and,  accordingly,  are carried at fair value. (See Note 10 for policies related
to the determination of fair value.) The cost of debt securities is adjusted for
amortization  of premiums  and accrual of  discounts,  both  computed  using the
interest method. The cost of debt and equity securities is adjusted for declines
in value that are other  than  temporary.  For the  loan-backed  and  structured
securities included in the bond portfolio, the Company recognizes income using a
constant  effective  yield  based  on  currently   anticipated   prepayments  as
determined  by  broker-dealer  surveys or internal  estimates  and the estimated
lives of the securities.



<PAGE>



                        The Principal Financial Group(R)

             Notes to Consolidated Financial Statements (continued)




1.  Nature of Operations and Significant Accounting Policies (continued)

Investment real estate is reported at cost less accumulated  depreciation.  Such
real estate is carried net of valuation  allowances.  Valuation  allowances  are
established when indicators of impairment are present and the undiscounted  cash
flows to be generated by the real estate fall below carrying amounts. Properties
acquired through loan foreclosures are recorded at fair market value at the time
of foreclosure or receipt of deed in lieu of  foreclosure.  This becomes the new
cost basis of the real  estate and is  subject  to  further  potential  carrying
amount   reductions  as  a  result  of  depreciation  and  quarterly   valuation
determinations.  Changes in the  valuation  allowance are charged or credited to
net investment income.  Depreciation  expense is computed primarily on the basis
of accelerated and straight-line  methods over the estimated useful lives of the
assets.  Real estate  expected to be disposed is carried at the lower of cost or
fair value, less cost to sell.

Commercial  and  residential  mortgage  loans are reported at cost  adjusted for
amortization  of premiums and accrual of discounts,  computed using the interest
method, and net of valuation allowances. Any changes in the valuation allowances
are reported as realized gains  (losses) on  investments.  The Company  measures
impairment based upon the present value of expected cash flows discounted at the
loan's effective  interest rate. If foreclosure is probable,  the measurement of
impairment is based upon the fair value of the collateral.

Net realized  capital gains and losses on investments  are determined  using the
specific identification basis.

Policy loans and other investments are primarily reported at cost.

Futures and Forward Contracts and Interest Rate and Equity Swaps (Derivatives)

The Company uses financial futures contracts,  forward purchase  commitments and
interest rate swaps to hedge risks  associated  with interest rate  fluctuations
and has used equity swaps to hedge risks associated with market  fluctuations of
certain  unaffiliated  common stocks.  Realized capital gains and losses on both
those contracts that hedge risks associated with interest rate  fluctuations and
equity swaps are recognized in the period incurred.

Contractholder and Policyowner Liabilities

Contractholder and policyowner liabilities  (contractholder funds, future policy
benefits and claims and other policyowner funds) include reserves for investment
contracts and reserves for universal life,  limited payment,  participating  and
traditional life insurance policies.  Investment  contracts are contractholders'
funds on deposit with the Company and generally include reserves for pension and
annuity contracts.  Reserves on investment contracts are equal to the cumulative
deposits less any applicable charges plus credited interest.



<PAGE>



                        The Principal Financial Group(R)

             Notes to Consolidated Financial Statements (continued)




1.  Nature of Operations and Significant Accounting Policies (continued)

Reserves for universal life insurance contracts are equal to cumulative premiums
less charges plus credited  interest which  represents the account balances that
accrue to the benefit of the policyowners.  Reserves for non-participating  term
life insurance  contracts are computed on a basis of assumed  investment  yield,
mortality,  morbidity and expenses, including a provision for adverse deviation,
which  generally  vary by plan,  year of issue and policy  duration.  Investment
yield is based on the Company's experience.  Mortality, morbidity and withdrawal
rate  assumptions  are based on experience  of the Company and are  periodically
reviewed against both industry standards and experience.

Reserves for participating  life insurance  contracts are based on the net level
premium reserve for death and endowment policy benefits.  This net level premium
reserve is calculated  based on dividend fund interest rate and mortality  rates
guaranteed in calculating the cash surrender values described in the contract.

Some of the Company's  policies and contracts require payment of fees in advance
for services that will be rendered over the estimated  lives of the policies and
contracts.  These  payments are  established as unearned  revenue  reserves upon
receipt and included in other policyowner  funds in the consolidated  statements
of  financial  position.  These  unearned  revenue  reserves  are  amortized  to
operations over the estimated lives of these policies and contracts.

The  liability  for unpaid  accident  and health  claims is an  estimate  of the
ultimate  net cost of  reported  and  unreported  losses not yet  settled.  This
liability  is estimated  using  actuarial  analyses and case basis  evaluations.
Although  considerable  variability is inherent in such  estimates,  the Company
believes that the liability for unpaid claims is adequate.  These  estimates are
continually  reviewed and, as adjustments to this  liability  become  necessary,
such adjustments are reflected in current operations.

Recognition of Premiums, Fees and Benefits

Traditional individual life and health insurance products include those products
with fixed and  guaranteed  premiums and benefits,  and consist  principally  of
whole life and term life insurance policies and certain immediate annuities with
life  contingencies.  Premiums  from these  products are  recognized  as premium
revenue when due.

Group life and health  insurance  premiums  are  generally  recorded  as premium
revenue over the term of the coverage.  Some group  contracts allow for premiums
to be  adjusted to reflect  emerging  experience.  Such  adjusted  premiums  are
recognized in the period that the related experience emerges. Fees for contracts
providing claim  processing or other  administrative  services are recorded over
the period the service is provided.

Related  policy  benefits and expenses for  individual and group life and health
insurance  products  are  associated  with  earned  premiums  and  result in the
recognition of profits over the expected lives of the policies and contracts.



<PAGE>



                        The Principal Financial Group(R)

             Notes to Consolidated Financial Statements (continued)




1.  Nature of Operations and Significant Accounting Policies (continued)

Universal  life-type  policies are insurance  contracts  with terms that are not
fixed and  guaranteed.  Amounts  received as payments for such contracts are not
reported  as  premium  revenues.  Revenues  for  universal  life-type  insurance
contracts consist of policy charges for the cost of insurance, policy initiation
and  administration,  surrender  charges and other fees that have been  assessed
against policy account  values.  Policy  benefits and claims that are charged to
expense  include  interest  credited to contracts and benefit claims incurred in
the period in excess of related policy account balances.

Investment   contracts  do  not  subject  the  Company  to  risks  arising  from
policyowner  mortality  or  morbidity,   and  consist  primarily  of  Guaranteed
Investment Contracts (GICs) and certain deferred annuities.  Amounts received as
payments  for  investment  contracts  are  established  as  investment  contract
liability  balances  and are not  reported  as premium  revenues.  Revenues  for
investment  contracts  consist of  investment  income and policy  administration
charges.  Investment  contract  benefits  that are  charged to  expense  include
benefit claims incurred in the period in excess of related  investment  contract
liability  balances  and  interest  credited to  investment  contract  liability
balances.

Deferred Acquisition Costs

Commissions and other costs  (underwriting,  issuance and agency  expenses) that
vary  with and are  primarily  related  to the  acquisition  of new and  renewal
insurance  policies and  investment  contract  business are  capitalized  to the
extent  recoverable.  Acquisition  costs that are not deferrable and maintenance
costs are charged to operations as incurred.

Deferred  acquisition  costs for  universal  life-type  insurance  contracts and
participating  life  insurance  policies  and  investment  contracts  are  being
amortized  over the lives of the  policies  and  contracts  in  relation  to the
emergence  of estimated  gross profit  margins.  This  amortization  is adjusted
retrospectively when estimates of current or future gross profits and margins to
be realized  from a group of products and  contracts  are revised.  The deferred
acquisition costs of  non-participating  term life insurance  policies are being
amortized  over  the  premium-paying   period  of  the  related  policies  using
assumptions consistent with those used in computing policyowner liabilities.

Deferred acquisition costs are subject to recoverability  testing at the time of
policy issue and loss recognition  testing at the end of each accounting period.
Deferred  acquisition  costs  would  be  written  off to the  extent  that it is
determined  that future policy  premiums and  investment  income or gross profit
margins would not be adequate to cover related losses and expenses.

Reinsurance

The Company  enters into  reinsurance  agreements  with other  companies  in the
normal  course of  business.  The  Company may assume  reinsurance  from or cede
reinsurance to other companies.  Reinsurance premiums, expenses,  recoveries and
reserves  related to reinsured  business are accounted  for on bases  consistent
with those used in accounting for the original  policies issued and the terms of
the  reinsurance   contracts,   reported  on  a  gross  basis.  The  Company  is
contingently  liable with respect to reinsurance ceded to other companies in the
event the reinsurer is unable to meet the obligations it has assumed.



<PAGE>



                        The Principal Financial Group(R)

             Notes to Consolidated Financial Statements (continued)



1.  Nature of Operations and Significant Accounting Policies (continued)

Guaranty-fund Assessments

Guaranty-fund  assessments are accrued when the Company  receives notice that an
amount is payable to a guaranty  fund.  The Company  also  accrues for  possible
guaranty-fund assessments for which notices have not been received and for which
the Company does not anticipate receiving a premium tax credit.

Separate Accounts

The  separate  account  assets and  liabilities  presented  in the  consolidated
financial  statements  represent  the  fair  market  value  of  funds  that  are
separately  administered  by the Company for contracts with equity,  real estate
and fixed-income  investments.  The separate account contract owner, rather than
the Company,  bears the  investment  risk of these funds.  The separate  account
assets are  legally  segregated  and are not subject to claims that arise out of
any  other   business  of  the   Company.   The  Company   receives  a  fee  for
administrative, maintenance and investment advisory services that is included in
the consolidated  statements of operations.  Deposits, net investment income and
realized and  unrealized  capital gains and losses on the separate  accounts are
not reflected in the consolidated statements of operations.

Income Taxes

The Company  files a  consolidated  income tax return that  includes  all of its
qualifying  subsidiaries and has a policy of allocating  income tax expenses and
benefits to companies in the group based upon pro rata  contribution  of taxable
income or operating  losses.  The Company is taxed at corporate rates on taxable
income based on existing tax laws.  Current income taxes are charged or credited
to operations  based upon amounts  estimated to be payable or  recoverable  as a
result of taxable  operations  for the current year.  Deferred  income taxes are
provided for the tax effect of differences in the financial reporting and income
tax bases of assets and  liabilities  and net  operating  losses  using  enacted
income tax rates and laws.  The effect on deferred  tax assets and  deferred tax
liabilities  of a change in tax rates is  recognized in operations in the period
in which the change is enacted.

Foreign Exchange

The  Company's  foreign  subsidiaries'  statements  of  financial  position  and
operations  are translated at the current  exchange  rates and average  exchange
rates for the year, respectively.  Resulting translation adjustments for foreign
subsidiaries  and certain  other  transactions  are  reported as a component  of
equity.  Other  translation  adjustments for foreign currency  transactions that
affect cash flows are reported in current operations.

Pension and Postretirement Benefits

The Company accounts for its pension benefits and postretirement  benefits other
than pension (medical, life insurance and long-term care) using the full accrual
method.



<PAGE>



                        The Principal Financial Group(R)

             Notes to Consolidated Financial Statements (continued)



1.  Nature of Operations and Significant Accounting Policies (continued)

Property Held for Company Use

Property  held for  Company use  includes  home  office  properties  and related
leasehold  improvements.   Property  held  for  Company  use  is  shown  in  the
consolidated  statements  of  financial  position  at cost less  allowances  for
accumulated  depreciation.  Provisions  for  depreciation  of property  held for
Company  use are  computed  principally  on the  straight-line  method  over the
estimated useful lives of the assets.  Property held for Company use and related
accumulated depreciation are as follows (in millions):

                                                    December 31
                                                1997           1996
                                            -----------------------------

   Property held for Company use                  $302          $285
   Accumulated depreciation                        (70)          (63)
                                            =============================
   Property held for Company use, net             $232          $222
                                            =============================

Other Assets

Intangible assets are included in other assets in the consolidated statements of
financial  position.  The cost of  acquired  subsidiaries  in excess of the fair
value of the net assets (i.e.,  goodwill) and other intangible assets (primarily
customer lists and institutional  customer  relationships) have been recorded in
connection  with  acquisitions.  These assets are  amortized on a  straight-line
basis  primarily over 40 years with the exception of assets  acquired after 1995
which are amortized  over ten years.  The carrying  amount of goodwill and other
intangible  assets is reviewed  periodically  for  indicators  of  impairment in
value. Intangible assets and related accumulated amortization are as follows (in
millions):

                                                   December 31
                                               1997          1996
                                           ----------------------------

      Goodwill                                  $165          $135
      Accumulated amortization                   (16)          (22)
                                           ----------------------------
      Goodwill, net                              149           113

      Other intangible assets, net                74            34
                                           ----------------------------

      Total intangible assets                   $223          $147
                                           ============================

Mortgage  servicing rights of $432 million and $272 million at December 31, 1997
and  1996,  respectively,  are  included  in other  assets  in the  consolidated
statements  of  financial  position  and  represent  the cost of  purchasing  or
originating the right to service mortgage loans. These costs are capitalized and
amortized to operations  over the estimated  remaining  lives of the  underlying
loans using the interest method and taking into account  appropriate  prepayment
assumptions. Capitalized mortgage servicing rights are periodically assessed for
impairment,  which is  recognized in the  consolidated  statements of operations
during the period in which  impairment  occurs by  establishing a  corresponding
valuation allowance.

Other assets are reported primarily at cost.


<PAGE>



                        The Principal Financial Group(R)

             Notes to Consolidated Financial Statements (continued)


1.  Nature of Operations and Significant Accounting Policies (continued)

Reclassifications

Certain  reclassifications  have  been  made to the 1995  and 1996  consolidated
financial statements to conform to the 1997 presentation.

2.  Investments

Under  SFAS No.  115,  Accounting  for  Certain  Investments  in Debt and Equity
Securities,   securities   are  generally   classified  as   available-for-sale,
held-to-maturity,  or  trading.  The  Company  has  classified  its entire  debt
securities  portfolio  as  available-for-sale,  although  it  is  generally  the
Company's  intent to hold these  securities  to  maturity.  The Company has also
classified all equity securities as available-for-sale. Securities classified as
available-for-sale are reported at fair value in the consolidated  statements of
financial  position with the related unrealized holding gains and losses on such
available-for-sale  securities  reported as a separate component of equity after
adjustments for related changes in deferred acquisition costs,  unearned revenue
reserves and deferred income taxes.

The cost,  gross  unrealized  gains and losses and fair value of debt and equity
securities  available-for-sale  as of December 31, 1997 and 1996, are as follows
(in millions):

<TABLE>
<CAPTION>
                                                                   Gross           Gross
                                                                Unrealized      Unrealized         Fair
                                                   Cost            Gains          Losses          Value
                                              ---------------------------------------------------------------
                                              ---------------------------------------------------------------
   December 31, 1997
   Bonds:
<S>                                              <C>           <C>                  <C>          <C>
     United States Government and agencies       $     337     $       1            $  -         $     338
     States and political subdivisions                 449            15               2               462
     Corporate - public                              4,014           224              18             4,220
     Corporate - private                            12,478           856              30            13,304
     Mortgage-backed securities                      3,124            99               3             3,220
                                              ---------------------------------------------------------------
                                              ---------------------------------------------------------------
                                                    20,402         1,195              53            21,544
   Redeemable preferred stocks                           2             -               -                 2
                                              ===============================================================
     Total debt securities                         $20,404        $1,195             $53           $21,546
                                              ===============================================================
     Total equity securities                     $     639       $   664             $30          $  1,273
                                              ===============================================================

   December 31, 1996
   Bonds:
     United States Government and agencies       $     246     $       1            $  1         $     246
     States and political subdivisions                 303            13               -               316
     Corporate - public                              4,487           200              15             4,672
     Corporate - private                            12,876           737              25            13,588
     Mortgage-backed securities                      3,112            60              27             3,145
                                              ---------------------------------------------------------------
                                              ---------------------------------------------------------------
                                                    21,024         1,011              68            21,967
   Redeemable preferred stocks                           5             2               -                 7
                                              ===============================================================
     Total debt securities                         $21,029        $1,013             $68           $21,974
                                              ===============================================================
     Total equity securities                     $     502       $   536             $15          $  1,023
                                              ===============================================================
</TABLE>


<PAGE>



                        The Principal Financial Group(R)

             Notes to Consolidated Financial Statements (continued)



2.  Investments (continued)

The cost and fair value of debt  securities  available-for-sale  at December 31,
1997, by expected maturity, are as follows (in millions):

                                                   Cost           Fair Value
                                                  --------------------------
                                                  --------------------------

   Due in one year or less                         $  1,433        $  1,444
   Due after one year through five years              6,286           6,522
   Due after five years through ten years             5,421           5,767
   Due after ten years                                4,133           4,586
                                                  --------------------------
                                                  --------------------------
                                                     17,273          18,319
   Mortgage-backed and other securities without
     a single maturity date                           3,131           3,227
                                                  --------------------------
                                                  ==========================
   Total                                            $20,404         $21,546
                                                  ==========================

The above summarized activity is based on expected maturities. Actual maturities
may differ because borrowers may have the right to call or pre-pay obligations.

Major  categories  of net  investment  income  are  summarized  as  follows  (in
millions):

<TABLE>
<CAPTION>
                                                                         Year ended December 31
                                                                    1997          1996          1995
                                                                ------------------------------------------

<S>                                                                 <C>           <C>           <C>
   Debt securities available-for-sale                               $1,589        $1,608        $1,603
   Equity securities available-for-sale                                 39            33            41
   Mortgage loans                                                    1,138         1,078         1,008
   Real estate                                                         350           356           317
   Policy loans                                                         50            49            48
   Cash and cash equivalents                                             9            15             8
   Other                                                               109            60            24
                                                                ------------------------------------------
                                                                ------------------------------------------
                                                                     3,284         3,199         3,049

   Less investment expenses                                           (362)         (330)         (308)
                                                                ------------------------------------------
                                                                ==========================================
   Net investment income                                            $2,922        $2,869        $2,741
                                                                ==========================================
</TABLE>



<PAGE>



                        The Principal Financial Group(R)

             Notes to Consolidated Financial Statements (continued)




2.  Investments (continued)

The major  components of realized  capital  gains  (losses) on  investments  are
summarized as follows (in millions):

<TABLE>
<CAPTION>
                                                                           Year ended December 31
                                                                     1997          1996           1995
                                                                 -------------------------------------------

   Debt securities, available-for-sale:
<S>                                                                  <C>            <C>           <C>
     Gross gains                                                     $  82          $121          $144
     Gross losses                                                      (43)          (73)          (40)
   Equity securities, available-for-sale:
     Gross gains                                                       132           451            40
     Gross losses                                                      (26)           (5)           (9)
   Mortgage loans                                                        6            (4)            3
   Real estate                                                          64            14             6
   Other                                                                 4           (68)          (22)
                                                                 ===========================================
   Net realized capital gains                                         $219          $436          $122
                                                                 ===========================================
</TABLE>

Proceeds from sales of  investments  (excluding  call and maturity  proceeds) in
debt securities  were $5.0 billion,  $7.8 billion and $6.5 billion in 1997, 1996
and 1995, respectively.  Gross gains of $48 million, $76 million and $93 million
and gross losses of $43 million,  $69 million and $35 million in 1997,  1996 and
1995, respectively, were realized on those sales.

Of the  1997,  1996 and 1995  proceeds,  $4.0  billion,  $7.2  billion  and $6.1
billion,  respectively,  relates  to sales of  mortgage-backed  securities.  The
Company actively  manages its  mortgage-backed  securities  portfolio to control
prepayment  risk.  Gross gains of $29  million,  $64 million and $66 million and
gross losses of $10 million, $53 million and $17 million in 1997, 1996 and 1995,
respectively,  were realized on sales of mortgage-backed securities. At December
31,  1997,  the Company had security  purchases  payable  totaling  $266 million
relating to the purchases of mortgage-backed securities at forward dates.

Prior to 1996, the Company  entered into  short-term  equity swap  agreements to
mitigate  its  exposure  to  declines  in the  value  of about  one-half  of its
marketable  common stock  portfolio.  Under the  agreements,  the return on that
portion of the  Company's  marketable  common stock  portfolio was swapped for a
fixed short-term interest rate. The equity swaps were terminated during 1996 and
a  realized  loss  of $81  million  recorded.  Common  stocks  of  $633  million
associated  with these  equity  swaps were sold  during  1996 and a gain of $402
million recorded, resulting in a net realized gain of $321 million.



<PAGE>



                        The Principal Financial Group(R)

             Notes to Consolidated Financial Statements (continued)




2.  Investments (continued)

The  unrealized  appreciation  on  investments  in debt  and  equity  securities
available-for-sale  is reported as a separate  component  of equity,  reduced by
adjustments to deferred  acquisition  costs and unearned  revenue  reserves that
would have been  required as a charge or credit to  operations  had such amounts
been realized and a provision for deferred income taxes.  The cumulative  amount
of net  unrealized  gains on  available-for-sale  securities  is as follows  (in
millions):

<TABLE>
<CAPTION>
                                                                                      December 31
                                                                                  1997           1996
                                                                              -----------------------------

<S>                                                                              <C>             <C>
   Unrealized appreciation on debt securities, available-for-sale                $1,142          $945
   Unrealized appreciation on equity securities, available-for-sale,
     including seed money in separate accounts                                      639           521
   Adjustments for assumed changes in amortization patterns:
     Deferred acquisition costs                                                    (204)         (160)
     Unearned revenue reserves                                                       21            17
   Provision for deferred income taxes                                             (560)         (463)
                                                                              =============================
   Net unrealized gains on available-for-sale securities                         $1,038          $860
                                                                              =============================
</TABLE>

Commercial  mortgage loans and corporate  private  placement bonds originated or
acquired by the Company represent its primary areas of credit risk exposure.  At
December 31, 1997 and 1996, the commercial  mortgage portfolio is diversified by
geographic region and specific collateral property type as follows:

                Geographic Distribution              Property Type Distribution
                      December 31                           December 31
                     ---------------                     ----------------
                    1997        1996                      1997       1996
                 -----------------------               -----------------------
                 -----------------------               -----------------------

Pacific              28%         30%       Industrial      33%        35%
South Atlantic       24          22        Retail          33         34
North Central        16          17        Office          29         28
Mid Atlantic         14          15        Other            5          3
South Central         9           7
New England           5           5
Mountain              4           4

Mortgage  loans on real estate are considered  impaired  when,  based on current
information  and  events,  it is  probable  that the  Company  will be unable to
collect all amounts due according to  contractual  terms of the loan  agreement.
When the Company  determines  that a loan is impaired,  a provision  for loss is
established for the difference  between the carrying amount of the mortgage loan
and the estimated value. Estimated value is based on either the present value of
the expected future cash flows discounted at the loan's effective interest rate,
the  loan's  observable  market  price  or fair  value  of the  collateral.  The
provision for losses is reported as realized gains (losses) on investments.


<PAGE>



                        The Principal Financial Group(R)

             Notes to Consolidated Financial Statements (continued)



2.  Investments (continued)

Mortgage loans deemed to be uncollectible  are charged against the allowance for
losses and subsequent  recoveries are credited to the allowance for losses.  The
allowance for losses is maintained at a level believed adequate by management to
absorb estimated probable credit losses. Management's periodic evaluation of the
adequacy of the allowance  for losses is based on the  Company's  past loan loss
experience,  known and inherent risks in the portfolio,  adverse situations that
may  affect  the  borrower's  ability  to  repay,  the  estimated  value  of the
underlying  collateral,  composition  of the loan  portfolio,  current  economic
conditions and other relevant factors.  The evaluation is inherently  subjective
as it requires  estimating  the amounts and timing of future cash flows expected
to be received on impaired loans that may change.

A summary of the changes in the mortgage loan allowance for losses is as follows
(in millions):

                                                               December 31
                                                           1997           1996
                                                       -------------------------

   Balance at beginning of year                             $121          $115
   Provision for losses                                        8            16
   Releases due to write-downs, sales and foreclosures        (8)          (10)
                                                       =========================
   Balance at end of year                                   $121          $121
                                                       =========================

The corporate  private  placement  bond  portfolio is  diversified by issuer and
industry.  Restrictive  bond  covenants are monitored by the Company to regulate
the activities of issuers and control their leveraging capabilities.

The Company was servicing approximately 371,000 and 328,000 residential mortgage
loans with aggregate principal balances of approximately $29.1 billion and $24.4
billion at December 31, 1997 and 1996,  respectively.  In connection  with these
mortgage  servicing  activities,  the  Company  held  funds in trust for  others
totaling  approximately  $210  million and $175 million at December 31, 1997 and
1996, respectively.  In connection with its loan administration  activities, the
Company  advances  payments of property  taxes and  insurance  premiums and also
advances  principal and interest  payments to investors in advance of collecting
funds from specific mortgagors.  In addition, the Company makes certain payments
of attorney fees and other costs related to loans in foreclosure.  These amounts
receivable  are  recorded,  at cost,  as  advances on  serviced  loans.  Amounts
advanced  are  considered  in  management's  evaluation  of the  adequacy of the
allowance for loan loss.



<PAGE>



                        The Principal Financial Group(R)

             Notes to Consolidated Financial Statements (continued)



2.  Investments (continued)

Real estate includes properties directly owned by the Company that are generally
held for  investment  purposes.  Real estate  holdings  and related  accumulated
depreciation are as follows (in millions):

                                                December 31
                                            1997           1996
                                        -----------------------------

   Real estate                              $2,985        $2,743
   Accumulated depreciation                   (353)         (269)
                                        =============================
   Real estate, net                         $2,632        $2,474
                                        =============================

Other  investments  include  properties  owned jointly with venture partners and
operated by the  partners.  Joint  ventures in which the Company has an interest
have  mortgage  loans  with the  Company  of $1.2  billion  and $1.4  billion at
December 31, 1997 and 1996, respectively.  The Company is committed to providing
additional  mortgage financing for such joint ventures  aggregating $120 million
at December 31, 1997.

3.  Derivatives Held or Issued for Purposes Other Than Trading

The Company uses exchange-traded  interest rate futures and forward contracts to
hedge against  interest rate risks.  The Company attempts to match the timing of
when interest rates are committed on insurance  products and on new investments.
However,  timing  differences do occur and can expose the Company to fluctuating
interest rates. Interest rate futures and forward contracts are used to minimize
these  risks.  In these  contracts,  the Company is subject to the risk that the
counterparties  will fail to perform and to the risks associated with changes in
the value of the underlying securities; however, such changes in value generally
are  offset by  opposite  changes  in the  value of the  hedged  items.  Futures
contracts  are  marked  to  market  and  settled  daily,   which  minimizes  the
counterparty  risk. The notional  amounts of futures and forward  contracts ($36
million at December 31, 1997,  and $148 million at December 31, 1996)  represent
the extent of the Company's involvement but not the risk of loss.

The  Company  enters  into  interest  rate swaps to  minimize  its  exposure  to
fluctuations in interest rates. The most common use is to modify the duration of
an asset or  portfolio,  a less  common use is to convert a floating  rate asset
into a fixed rate asset. The notional principal amounts of the swaps outstanding
at  December  31,  1997  and  1996,   were  $1,037  million  and  $970  million,
respectively,  and the credit  exposure  at  December  31, 1997 and 1996 was $21
million and $15 million,  respectively. The Company is exposed to credit loss in
the event of nonperformance of the counterparties. This credit risk is minimized
by  purchasing  such  agreements  from  financial   institutions  with  superior
performance  records.  The Company's current credit exposure on swaps is limited
to the value of interest  rate swaps that have become  favorable to the Company.
The average unexpired terms of the swaps were  approximately six years and three
years at December  31, 1997 and 1996,  respectively.  The net amount  payable or
receivable from



<PAGE>



                        The Principal Financial Group(R)

             Notes to Consolidated Financial Statements (continued)



3.  Derivatives Held or Issued for Purposes Other Than Trading (continued)

interest  rate  swaps is  accrued  as an  adjustment  to  interest  income.  The
Company's  interest rate swap agreements include  cross-default  provisions when
two or more swaps are transacted with a given counterparty.

The Company  enters into currency  exchange swap  agreements to convert  certain
foreign  denominated  fixed rate assets into U.S. dollar  denominated fixed rate
assets  and  eliminate  the  exposure  to future  currency  volatility  on those
securities.  At December  31,  1997,  the Company had various  foreign  currency
exchange agreements with maturities ranging from 1998 to 2018, with an aggregate
notional amount involved of  approximately  $410 million and the credit exposure
was $17 million.  At December 31, 1996, such maturities ranged from 1997 to 2018
with an aggregate  notional  amount of  approximately  $373 million and a credit
exposure  of  $9  million.   The  average   unexpired  term  of  the  swaps  was
approximately seven years at both December 31, 1997 and 1996.

The Company uses  interest  rate floors in hedging a portion of its portfolio of
mortgage  servicing  rights from  prepayment  risk  associated  with  changes in
interest rates. At both December 31, 1997 and 1996, the Company had entered into
interest rate floors with a notional  value of $1.3 billion.  The floors provide
for the receipt of payments when interest rates are below predetermined interest
rate levels.  The  premiums  paid for floors are included in other assets in the
Company's consolidated statements of financial position.

4.  Accident and Health Reserves

Activity  in the  liability  for unpaid  accident  and health  claims,  which is
included with future policy benefits and claims in the  consolidated  statements
of financial position, is summarized as follows (in millions):

                                              Year ended December 31
                                        1997          1996          1995
                                     -----------------------------------------

   Balance at beginning of year        $   800       $   810       $   824

   Incurred:
     Current year                        2,723         3,051         3,179
     Prior years                           (21)          (29)           (5)
                                     -----------------------------------------
                                     -----------------------------------------
   Total incurred                        2,702         3,022         3,174

   Payments:
     Current year                        2,235         2,535         2,654
     Prior years                           497           497           534
                                     -----------------------------------------
   Total payments                        2,732         3,032         3,188
                                     -----------------------------------------

   Balance at end of year:
     Current year                          476           516           525
     Prior years                           294           284           285
                                     -----------------------------------------
                                     =========================================
   Total balance at end of year        $   770       $   800       $   810
                                     =========================================



<PAGE>



                        The Principal Financial Group(R)
             Notes to Consolidated Financial Statements (continued)


4.  Accident and Health Reserves (continued)

The activity  summary in the  liability  for unpaid  accident and health  claims
shows a decrease of $21 million,  $29 million and $5 million to the December 31,
1996,   1995  and  1994  liability  for  unpaid   accident  and  health  claims,
respectively, arising in prior years. Such liability adjustments, which affected
current  operations  during 1997,  1996 and 1995,  respectively,  resulted  from
developed  claims for prior years being different than were anticipated when the
liabilities  for unpaid  accident and health claims were  originally  estimated.
These trends have been considered in establishing the current year liability for
unpaid accident and health claims.

5.  Debt

The  components  of debt as of December  31, 1997 and  December  31, 1996 are as
follows (in millions):

                                                     December 31
                                                1997           1996
                                             -----------------------------

      7.875% notes payable, due 2024             $199          $199
      8% notes payable, due 2044                   99            99
      Mortgages and other notes payable           161           101
                                             =============================
      Total debt                                 $459          $399
                                             =============================

On March 10,  1994,  Principal  Mutual  issued  $300  million of surplus  notes,
including  $200 million due March 1, 2024 at a 7.875%  annual  interest rate and
the remaining  $100 million due March 1, 2044 at an 8% annual  interest rate. No
affiliates of the Company hold any portion of the notes. The discount and direct
costs  associated  with issuing these notes are being  amortized to expense over
their respective  terms using the interest method.  Each payment of interest and
principal on the notes, however, may be made only with the prior approval of the
Commissioner  of Insurance of the State of Iowa (the  Commissioner)  and only to
the extent that Principal  Mutual has sufficient  surplus  earnings to make such
payments. For each of the years ended December 31, 1997, 1996 and 1995, interest
of $24 million was approved by the Commissioner, paid and charged to expense.

Subject to  Commissioner  approval,  the surplus  notes due March 1, 2024 may be
redeemed at Principal Mutual's election on or after March 1, 2004 in whole or in
part at a redemption price of approximately  103.6% of par. The approximate 3.6%
premium is scheduled to gradually  diminish over the following ten years.  These
surplus  notes may then be redeemed on or after March 1, 2014,  at a  redemption
price of 100% of the  principal  amount  plus  interest  accrued  to the date of
redemption.

In addition,  subject to Commissioner  approval, the notes due March 1, 2044 may
be redeemed at Principal  Mutual's  election on or after March 1, 2014, in whole
or in part at a redemption price of approximately 102.3% of par. The approximate
2.3% premium is scheduled to gradually  diminish  over the  following ten years.
These notes may be redeemed on or after March 1, 2024, at a redemption  price of
100% of the principal amount plus interest accrued to the date of redemption.

The  mortgages  and  other  notes  payable  are   financings   for  real  estate
developments.  The Company has obtained  loans with  various  lenders to finance
these developments. Outstanding principal balances as of December 31, 1997 range
from $1 million to $10.7 million per  development  with interest rates generally
ranging  from 6.6% to 8.0%.  Outstanding  principal  balances as of December 31,
1996 range from $1 million to $9 million per  development  with  interest  rates
generally ranging from 5.9% to 7.7%.


<PAGE>



                        The Principal Financial Group(R)

             Notes to Consolidated Financial Statements (continued)




5.  Debt (continued)

At  December  31,  1997,  future  annual  maturities  of debt are as follows (in
millions):

   1998                                                      $  79
   1999                                                         20
   2000                                                          3
   2001                                                          3
   2002                                                          3
   Thereafter                                                  351
                                                           ----------
                                                           ==========
   Total future maturities of debt                            $459
                                                           ==========

Cash paid for interest for 1997, 1996 and 1995 was $63 million,  $52 million and
$50 million, respectively.

The  Company  issues  commercial  paper  periodically  to  meet  its  short-term
financing needs and also has credit  facilities with various banks.  The Company
had  outstanding  credit  borrowings of $225 million and $15 million at December
31, 1997 and 1996,  respectively,  and other outstanding borrowings from certain
financing  transactions of $154 million at December 31, 1996. These  outstanding
borrowings are included in other  liabilities in the consolidated  statements of
financial position.


6.  Income Taxes

The Company's income tax expense (benefit) is as follows (in millions):

                                      Year ended December 31
                                 1997          1996          1995
                               ----------------------------------------
   Current income taxes:
     Federal                      $144          $145          $104
     State and foreign               3            (1)            5
     Realized capital gains         11           210            41
                               ----------------------------------------
   Total current income taxes      158           354           150
   Deferred income taxes            83           (50)           57
                               ========================================
   Total income taxes             $241          $304          $207
                               ========================================

The Company's provision for income taxes may not have the customary relationship
of taxes to income. Differences between the prevailing corporate income tax rate
of 35% times the pre-tax income and the Company's  effective tax rate on pre-tax
income are generally due to inherent  differences  between  income for financial
reporting  purposes  and  income  for tax  purposes,  and the  establishment  of
adequate  provisions  for any  challenges of the tax filings and tax payments to
the various taxing jurisdictions.



<PAGE>



                        The Principal Financial Group(R)

             Notes to Consolidated Financial Statements (continued)



6.  Income Taxes (continued)

The Internal  Revenue  Service (the  Service) has completed  examination  of the
consolidated  federal  income tax  returns of  Principal  Mutual and  affiliated
companies through 1992. The Service is currently  completing its examination for
the years 1993 and 1994. The Company  believes that there are adequate  defenses
against or sufficient provisions for any challenges.

The  Company's  deferred  income tax  liabilities  and assets are as follows (in
millions):

                                                 December 31
                                             1997           1996
                                         -----------------------------

   Deferred income tax liabilities           $1,259        $1,110
   Deferred income tax assets                   456           487
                                         =============================
   Deferred income taxes, net               $   803       $   623
                                         =============================

The Company's  significant  deferred income tax liabilities and assets relate to
unrealized  gains on  available-for-sale  debt and equity  securities,  deferred
acquisition  costs,  unrealized  joint venture  losses,  policy  liabilities and
accruals and contractholder  funds and claims,  policyowner  dividend liability,
prepaid  postretirement  benefits other than pension,  other investment  related
items and  premiums  and fees  receivable.  No  valuation  allowances  have been
recognized against deferred tax assets.

The Company  has not  recognized  deferred  taxes  related to the  undistributed
earnings of certain foreign  subsidiaries that are considered to be indefinitely
reinvested  because the Company does not expect to repatriate these earnings.  A
tax liability will be recognized when the Company expects  distribution of those
earnings in the form of dividends, sale of the investment or otherwise.

Cash paid for income taxes in 1997, 1996 and 1995 was $143 million, $285 million
and $99 million, respectively.


7.  Employee and Agent Benefits

The Company has defined benefit pension plans covering  substantially all of its
employees and certain  agents.  The  employees  and agents are  generally  first
eligible for the pension plans when they reach age 21. The pension  benefits are
based on the years of service and  generally the  employee's or agent's  average
annual  compensation  during the last five years of employment.  Partial benefit
accrual  of  pension  benefits  is  recognized  from  first   eligibility  until
retirement based on attained service divided by potential service to age 65 with
a minimum of 35 years of potential service.  The Company's policy is to fund the
cost of providing  pension  benefits in the years that the  employees and agents
are providing service to the Company. The Company's funding policy is to deposit
the actuarial  normal cost and any change in unfunded  accrued  liability over a
30-year period as a percentage of compensation.


<PAGE>



                        The Principal Financial Group(R)

             Notes to Consolidated Financial Statements (continued)




7.  Employee and Agent Benefits (continued)

The pension plans' combined funded status,  reconciled to amounts  recognized in
the consolidated statements of financial position and consolidated statements of
operations, is as follows (in millions):

<TABLE>
<CAPTION>
                                                                                      December 31
                                                                                 1997           1996
                                                                             ------------------------------
                                                                             ------------------------------
   Actuarial present value of benefit obligations:
<S>                                                                               <C>           <C>
      Vested benefit obligation                                                   $515          $482
                                                                             ==============================
                                                                             ==============================
      Accumulated benefit obligation                                              $525          $495
                                                                             ==============================
                                                                             ==============================

   Plan assets at fair value, primarily affiliated mutual funds
      and investment contracts of the Company                                     $980          $841
   Projected benefit obligation                                                    700           732
                                                                             ------------------------------
   Plan assets in excess of projected benefit obligation                           280           109

   Unrecognized net gains and funding different from that assumed and from
      changes in assumptions                                                      (182)          (29)
   Unrecognized prior service cost                                                  14            17
   Unrecognized net transition asset                                               (49)          (60)
                                                                             ------------------------------
                                                                             ==============================
   Prepaid pension asset                                                         $  63         $  37
                                                                             ==============================
</TABLE>

Net  periodic  pension  cost  (income)  included the  following  components  (in
millions):

<TABLE>
<CAPTION>
                                                                         Year ended December 31
                                                                  1997           1996           1995
                                                              ---------------------------------------------

<S>                                                               <C>           <C>            <C>
      Service cost                                                $  41         $  38          $  25
      Interest cost on projected benefit obligation                  52            46             39
      Actual return on plan assets                                 (128)         (118)          (144)
      Net amortization and deferral                                  40            42             79
                                                              ---------------------------------------------
                                                              =============================================
      Total net periodic pension cost (income)                    $   5         $   8          $  (1)
                                                              =============================================
</TABLE>

The  weighted-average  assumed  discount rate used in determining  the projected
benefit  obligation  was 7.25% at both  December  31,  1997 and 1996,  and 7% at
December  31,  1995.  Some of the trusts  holding the plan assets are subject to
income taxes at a 35% tax rate while others are not subject to income taxes. For
1997, 1996 and 1995, the expected  long-term rates of return on plan assets were
approximately  6% (after  estimated  income  taxes) for those trusts  subject to
income taxes and approximately 9.5% for those trusts not subject to income taxes
in each year. The assumed rate of increase in future  compensation levels varies
by age for both the qualified and non-qualified pension plans.



<PAGE>



                        The Principal Financial Group(R)

             Notes to Consolidated Financial Statements (continued)




7.  Employee and Agent Benefits (continued)

In  addition,  the  Company has defined  contribution  plans that are  generally
available to all employees and agents who are age 21 or older and have completed
one year of service.  Eligible  participants  may  contribute up to 15% of their
compensation,  to a  maximum  of $9,500  annually  to the plans in both 1997 and
1996, and $9,240 in 1995. The Company matches the participant's  contribution at
a 50%  contribution  rate  up to a  maximum  Company  contribution  of 2% of the
participant's  compensation.  The Company  contributed  $15 million in 1997, $13
million in 1996 and $11 million in 1995 to these defined contribution plans.

The Company also provides certain health care, life insurance and long-term care
benefits for retired  employees.  Substantially all employees are first eligible
for these postretirement  benefits when they reach age 57 and have completed ten
years of service with the Company. Partial benefit accrual of these health, life
and long-term care benefits is recognized from the employee's date of hire until
retirement based on attained service divided by potential service to age 65 with
a minimum of 35 years of potential service.  The Company's policy is to fund the
cost of providing retiree benefits in the years that the employees are providing
service to the Company. The Company's funding policy is to deposit the actuarial
normal cost and an accrued  liability  over a 30-year  period as a percentage of
compensation.

The  postretirement  plans'  combined  funded  status,   reconciled  to  amounts
recognized in the consolidated statements of financial position and consolidated
statements of operations, is as follows (in millions):

<TABLE>
<CAPTION>
                                                                                     December 31
                                                                                 1997            1996
                                                                            -------------------------------
   Plan assets at fair value, primarily affiliated mutual funds and
<S>                                                                              <C>             <C>
     investment contracts of the Company                                         $300            $247
   Accumulated postretirement benefit obligation:
     Retirees                                                                     (84)            (87)
     Eligible employees                                                           (33)            (38)
     Active employees not eligible to retire                                      (97)            (93)
                                                                            -------------------------------
                                                                            -------------------------------
   Total accumulated postretirement benefit obligation                           (214)           (218)
                                                                            -------------------------------
                                                                            -------------------------------
   Excess of plan assets over accumulated postretirement benefit obligation
                                                                                   86              29

   Unrecognized net gains and funding different from that assumed and from
     changes in assumptions                                                       (53)            (10)
   Unrecognized net transition obligation                                          12              17
                                                                            -------------------------------
                                                                            ===============================
   Postretirement benefit asset                                                  $ 45            $ 36
                                                                            ===============================
</TABLE>



<PAGE>



                        The Principal Financial Group(R)

             Notes to Consolidated Financial Statements (continued)




7.  Employee and Agent Benefits (continued)

The net periodic  postretirement  benefit cost included the following components
(in millions):

<TABLE>
<CAPTION>
                                                                         Year ended December 31
                                                                   1997           1996            1995
                                                              ----------------------------------------------
                                                              ----------------------------------------------

<S>                                                                 <C>            <C>            <C>
   Service cost                                                     $12            $12            $  7
   Interest cost on accumulated postretirement benefit cost
                                                                     16             15              14
   Actual return on plan assets                                     (41)           (32)            (43)
   Amortization of transition obligation                              4              4               4
   Net amortization of gains and losses                              25             19              34
                                                              ==============================================
   Total net periodic postretirement benefit cost                   $16            $18             $16
                                                              ==============================================
</TABLE>

The  weighted-average  assumed discount rate used in determining the accumulated
postretirement  benefit obligation was 7.25% at both December 31, 1997 and 1996,
and 7% at  December  31,  1995.  Some of the trusts  holding the plan assets are
subject to income taxes at a 35% tax rate while others are not subject to income
taxes.  For 1997, 1996 and 1995, the expected  long-term rates of return on plan
assets were  approximately  5% (after  estimated  income taxes) for those trusts
subject to income  taxes and  approximately  8% for those  trusts not subject to
income taxes in each year.  These rates of return on plan assets vary by benefit
type and employee group.

The  assumed  health  care cost trend  rate used in  measuring  the  accumulated
postretirement  benefit  obligations  starts at 9% in 1997,  declines to 8.5% in
2002 and then  declines  to an ultimate  rate of 6% in 2030.  If the health care
cost trend rate  assumptions  were increased by 1% in each year, the accumulated
postretirement  benefits  obligation  for health  plans as of December  31, 1997
would increase by 27.7% ($45 million). The effect of this 1% increase would also
increase the aggregate of the service cost and interest  cost  components of the
net  periodic  postretirement  benefit  cost of health  plans for the year ended
December 31, 1997 by 24% ($6 million).


8.  Reinsurance

Reinsurance  contracts  do not  relieve  the  Company  from its  obligations  to
policyowners.  Failure of reinsurers to honor their  obligations could result in
losses to the Company. The Company evaluates the financial strength of potential
reinsurers  and  continually   monitors  the  financial   condition  of  present
reinsurers. The Company also monitors concentrations of credit risk arising from
similar  geographic  regions,  activities  or  economic  characteristics  of the
reinsurers  to minimize  its  exposure  to  significant  losses  from  reinsurer
insolvencies.



<PAGE>



                        The Principal Financial Group(R)

             Notes to Consolidated Financial Statements (continued)




8.  Reinsurance (continued)

The effect of reinsurance on premiums and annuity and other  considerations  and
benefits, claims and settlement expenses is as follows (in millions):

<TABLE>
<CAPTION>
                                                                                   Year ended
                                                                                   December 31
                                                                       1997            1996           1995
                                                                  ----------------------------------------------
                                                                  ----------------------------------------------

   Premiums and annuity and other considerations:
<S>                                                                   <C>             <C>            <C>
     Direct                                                           $4,601          $5,034         $5,171
     Assumed                                                             106             116             99
     Ceded                                                               (39)            (29)           (27)
                                                                  ==============================================
   Net premiums and annuity and other considerations                  $4,668          $5,121         $5,243
                                                                  ==============================================
                                                                  ==============================================

   Benefits, claims and settlement expenses:
     Direct                                                           $5,596          $6,003         $6,070
     Assumed                                                             102             109             99
     Ceded                                                               (66)            (25)           (27)
                                                                  ==============================================
   Net benefits, claims and settlement expenses                       $5,632          $6,087         $6,142
                                                                  ==============================================
</TABLE>

9.  Other Commitments and Contingencies

The Company,  as a lessor,  leases industrial,  office,  retail and other wholly
owned investment real estate properties under various  operating leases.  Rental
income for all operating  leases  totaled $344 million in 1997,  $310 million in
1996 and $260  million in 1995.  At December  31, 1997,  future  minimum  annual
rental commitments under these noncancelable operating leases are as follows (in
millions):

   1998                                           $   274
   1999                                               241
   2000                                               201
   2001                                               162
   2002                                               117
   Thereafter                                         448
                                                -------------
                                                =============
   Total future minimum lease receipts             $1,443
                                                =============



<PAGE>



                        The Principal Financial Group(R)

             Notes to Consolidated Financial Statements (continued)




9.  Other Commitments and Contingencies (continued)

The Company,  as a lessee,  leases office space,  data processing  equipment and
office furniture and equipment under various  operating  leases.  Rental expense
for all  operating  leases  totaled $73  million in both 1997 and 1996,  and $69
million in 1995. At December 31, 1997, future minimum annual rental  commitments
under these noncancelable operating leases are as follows (in millions):

   1998                                         $  44
   1999                                            35
   2000                                            26
   2001                                            19
   2002                                            14
   Thereafter                                      22
                                             -----------
   Total future minimum lease payments           $160
                                             ===========

The Company is a defendant in various legal actions arising in the normal course
of its investment and insurance  operations.  In the opinion of management,  any
losses  resulting  from the resolution of such actions would not have a material
effect on the Company's consolidated financial statements.

The Company is also subject to insurance  guarantee  laws in the states in which
it writes  business.  These  laws  provide  for  assessments  against  insurance
companies  for the  benefit  of  policyowners  and  claimants  in the  event  of
insolvency  of other  insurance  companies.  The  assessments  may be  partially
recovered  through  a  reduction  in future  premium  taxes in some  states.  At
December  31,  1997  and  1996,   approximately  $6  million  and  $15  million,
respectively,  is accrued in other liabilities in the consolidated statements of
financial  position for possible  guarantee fund  assessments  for which notices
have not been received and the Company does not  anticipate  receiving a premium
tax credit.


10.  Fair Value of Financial Instruments

The following  discussion  describes the methods and assumptions utilized by the
Company in estimating  its fair value  disclosures  for  financial  instruments.
Certain financial instruments,  particularly  policyowner liabilities other than
investment   contracts,   are   excluded   from  these  fair  value   disclosure
requirements. The techniques utilized in estimating the fair values of financial
instruments are affected by the assumptions used,  including  discount rates and
estimates  of the  amount  and  timing  of future  cash  flows.  Care  should be
exercised in deriving  conclusions  about the Company's  business,  its value or
financial position based on the fair value information of financial  instruments
presented  below.  The  estimates  shown are not  necessarily  indicative of the
amounts that would be realized in a one-time,  current market exchange of all of
the Company's financial instruments.



<PAGE>



                        The Principal Financial Group(R)

             Notes to Consolidated Financial Statements (continued)




10.  Fair Value of Financial Instruments (continued)

The Company defines fair value as the quoted market prices for those instruments
that are actively  traded in  financial  markets.  In cases where quoted  market
prices are not available, fair values are estimated using present value or other
valuation  techniques.  The fair value estimates are made at a specific point in
time,  based on available  market  information and judgments about the financial
instrument,  including estimates of timing, amount of expected future cash flows
and the credit  standing of  counterparties.  Such estimates do not consider the
tax impact of the realization of unrealized gains or losses.  In many cases, the
fair value  estimates  cannot be  substantiated  by  comparison  to  independent
markets.  In  addition,  the  disclosed  fair value may not be  realized  in the
immediate settlement of the financial instrument.

Fair values of public debt and equity  securities  have been  determined  by the
Company from public quotations, when available. Private placement securities and
other debt and equity  securities are valued by  discounting  the expected total
cash flows.  Market rates used are  applicable to the yield,  credit quality and
average maturity of each security.

Fair values of  commercial  mortgage  loans are  determined by  discounting  the
expected  total cash flows using market rates that are  applicable to the yield,
credit quality and maturity of each loan.  Fair values of  residential  mortgage
loans are  determined by a pricing and  servicing  model using market rates that
are applicable to the yield, rate structure,  credit quality,  size and maturity
of each loan.

The fair values for assets classified as policy loans, other  investments,  cash
and  cash  equivalents  and  accrued   investment  income  in  the  accompanying
consolidated   statements  of  financial  position  approximate  their  carrying
amounts.

The fair values of the Company's  reserves and liabilities  for  investment-type
insurance contracts  (insurance,  annuity and other policy contracts that do not
involve  significant  mortality or morbidity risk and that are only a portion of
the  policyowner   liabilities  appearing  in  the  consolidated  statements  of
financial  position) are estimated using discounted cash flow analyses (based on
current  interest  rates being  offered for similar  contracts  with  maturities
consistent with those remaining for the investment-type contracts being valued).
The fair values for the Company's  insurance contracts  (insurance,  annuity and
other policy contracts that do involve significant mortality or morbidity risk),
other than  investment-type  contracts,  are not required to be  disclosed.  The
Company does consider,  however,  the various  insurance and investment risks in
choosing investments for both insurance and investment-type contracts.

Fair values for debt issues are estimated  using  discounted  cash flow analysis
based  on  the  Company's  incremental  borrowing  rate  for  similar  borrowing
arrangements.



<PAGE>



                        The Principal Financial Group(R)

             Notes to Consolidated Financial Statements (continued)




10.  Fair Value of Financial Instruments (continued)

The  carrying  amounts  and  estimated  fair values of the  Company's  financial
instruments at December 31, 1997 and 1996, are as follows (in millions):

<TABLE>
<CAPTION>
                                                             1997                         1996
                                                  ---------------------------  ----------------------------
                                                     Carrying       Fair         Carrying        Fair
                                                      Amount        Value         Amount         Value
                                                  ---------------------------  ----------------------------
                                                  ---------------------------  ----------------------------

 Assets (liabilities)

<S>                                                   <C>           <C>            <C>          <C>
   Debt securities (see Note 2)                       $21,546       $21,546        $21,974      $21,974
   Equity securities (see Note 2)                       1,273         1,273          1,023        1,023
   Mortgage loans                                      13,286        14,291         12,409       12,823
   Policy loans                                           749           749            736          736
   Other investments                                      130           130            102          102
   Cash and cash equivalents                              546           546            271          271
   Accrued investment income                              457           457            464          464
   Investment-type insurance contracts                (22,115)      (22,637)       (22,196)     (22,158)
   Debt                                                  (459)         (486)          (399)        (427)
</TABLE>


11.  Statutory Insurance Financial Information

Principal  Mutual,  the  largest  member of The  Principal  Financial  Group(R),
prepares  statutory  financial  statements  in  accordance  with the  accounting
practices prescribed or permitted by the Insurance Division of the Department of
Commerce  of the  State of Iowa.  Currently  "prescribed"  statutory  accounting
practices  include a variety of  publications  of the  National  Association  of
Insurance   Commissioners  as  well  as  state  laws,  regulations  and  general
administrative  rules.  "Permitted" statutory accounting practices encompass all
accounting  practices not so prescribed.  The impact of any permitted accounting
practices on statutory surplus is not material. The accounting practices used to
prepare statutory financial  statements for regulatory filings differ in certain
instances from GAAP.  Prescribed or permitted statutory accounting practices are
used by state insurance departments to regulate the Company.

The  NAIC  is  in  the  process  of  codifying  statutory  accounting  practices
(Codification), the result of which is expected to constitute the only source of
"prescribed" statutory accounting practices. Accordingly, that project, which is
expected to be approved by the NAIC in 1998, will likely change, to some extent,
prescribed  statutory  accounting  practices  and may  result in  changes to the
accounting  practices that Principal Mutual uses to prepare its  statutory-basis
financial  statements.  Codification will require adoption by the various states
before it becomes the  prescribed  statutory  basis of accounting  for insurance
companies  domiciled within those states.  The impact on Principal Mutual's 1997
statutory surplus has not yet been determined at this time.


<PAGE>



                        The Principal Financial Group(R)

             Notes to Consolidated Financial Statements (continued)




11.  Statutory Insurance Financial Information (continued)

Life/Health  insurance companies are subject to certain risk-based capital (RBC)
requirements as specified by the NAIC. Under those  requirements,  the amount of
capital and  surplus  maintained  by a  life/health  insurance  company is to be
determined  based on the various  risk  factors  related to it. At December  31,
1997, Principal Mutual meets the RBC requirements.

The  following  summary  reconciles  the assets and equity at December 31, 1997,
1996 and 1995,  and net income for the years ended  December 31, 1997,  1996 and
1995, in accordance with statutory reporting  practices  prescribed or permitted
by the  Insurance  Division of the  Department  of Commerce of the State of Iowa
(Principal Mutual only) with that reported in these  consolidated GAAP financial
statements (in millions):

<TABLE>
<CAPTION>
                                                                     Assets       Equity     Net Income
                                                                  -----------------------------------------
                                                                  -----------------------------------------
   December 31, 1997
   As reported in accordance with statutory accounting practices
<S>                                                                 <C>           <C>           <C>
     - unconsolidated                                               $63,957       $2,811        $432
   Additions (deductions):
     Unrealized gain on debt securities available-for-sale            1,176        1,176           -
     Other investment adjustments                                       853        1,141          27
     Adjustments to insurance reserves and dividends                   (173)        (131)        (41)
     Deferral of policy acquisition costs                             1,057        1,057          43
     Surplus note reclassification as debt                                -         (298)          -
     Provision for deferred federal income taxes and other tax
       reclassifications                                                  -         (643)          7
     Other - net                                                        184          171         (14)
                                                                  =========================================
   As reported in these consolidated GAAP financial statements      $67,054       $5,284        $454
                                                                  =========================================

   December 31, 1996
   As reported in accordance with statutory accounting practices
     - unconsolidated                                               $56,837       $2,504        $415
   Additions (deductions):
     Unrealized gain on debt securities available-for-sale              964          964           -
     Other investment adjustments                                       355          901          53
     Adjustments to insurance reserves and dividends                   (156)        (115)        (41)
     Deferral of policy acquisition costs                             1,058        1,058          38
     Surplus note reclassification as debt                                -         (298)          -
     Provision for deferred federal income taxes and other tax
       reclassifications                                                 (6)        (493)         60
     Other - net                                                         90          133           1
                                                                  -----------------------------------------
                                                                  =========================================
   As reported in these consolidated GAAP financial statements      $59,142       $4,654        $526
                                                                  =========================================
</TABLE>


<PAGE>



                        The Principal Financial Group(R)

             Notes to Consolidated Financial Statements (continued)



11.  Statutory Insurance Financial Information (continued)

<TABLE>
<CAPTION>
                                                                     Assets       Equity     Net Income
                                                                  -----------------------------------------
   December 31, 1995
   As reported in accordance with statutory accounting practices
<S>                                                                 <C>           <C>           <C>
     - unconsolidated                                               $51,268       $2,208        $263
   Additions (deductions):
     Unrealized gain on debt securities available-for-sale            1,553        1,553           -
     Other investment adjustments                                       228          911          60
     Adjustments to insurance reserves and dividends                   (128)         (28)         (7)
     Deferral of policy acquisition costs                               937          937          61
     Surplus note reclassification as debt                                -         (298)          -
     Provision for deferred federal income taxes and other tax
       reclassifications                                                 (9)        (770)        (20)
     Other - net                                                        115           93         (13)
                                                                  =========================================
   As reported in these consolidated GAAP financial statements      $53,964       $4,606        $344
                                                                  =========================================
</TABLE>


12.  Business Acquisitions and Disposition

During  1997,  various  acquisitions  were  made  by  certain  of the  Company's
subsidiaries at purchase prices aggregating $101 million.  The acquisitions were
all accounted for using the purchase method and the results of operations of the
acquired  businesses  have been  included  in the  financial  statements  of the
subsidiaries from the dates of acquisition.  Such  acquisitions  increased total
assets at December 31, 1997 and total 1997 revenue of the  subsidiaries  by $459
million and $88 million, respectively.

During 1997, the Company  terminated a portion of its group medical business and
helped   insureds   find   replacement   coverage.   The  Company  has  retained
responsibility  for the payment of claims incurred on this business prior to the
effective date of the  termination  and has included an estimate of the ultimate
liability for these claims in its financial statements.  Annual premiums related
to this business were approximately $380 million at date of transfer.

13.  Subsequent Events

On November 3, 1997,  the  Company  entered  into a  definitive  agreement  with
Coventry  Corporation to effectively  merge  substantially  all of the Company's
managed  health  care  operations  with  Coventry   Corporation,   a  previously
unaffiliated  managed care company.  The closing of the definitive  agreement is
subject to regulatory  approvals and various other conditions.  The Company will
own 40% of a resulting new company,  Coventry Health Care,  Inc.,  which will be
publicly  traded,  and  will  recognize  no gain  or  loss  on the  transaction.
Subsequent  to  closing,  which is expected  in the first  quarter of 1998,  the
Company  will  account  for its  investment  in the new entity  using the equity
method and will no longer consolidate the



<PAGE>



                        The Principal Financial Group(R)

             Notes to Consolidated Financial Statements (continued)




13.  Subsequent Events (continued)

transferred  businesses.  Total assets at December 31, 1997,  and total revenues
and pretax loss for the year then ended, were approximately  $419 million,  $883
million and $(26) million,  respectively,  for the transferred  businesses.  The
Company  also intends to enter into a  reinsurance  agreement on January 1, 2000
whereby  Coventry  Health and Life Insurance  Company,  a subsidiary of Coventry
Corporation,  will  reinsure  a  portion  of  the  Company's  traditional  group
indemnity  health  insurance  business in  overlapping  markets (1997 revenue of
approximately $550 million) at that time.

In December 1997, the Company signed a definitive  agreement with EVEREN Capital
Corporation to sell Principal Securities Holding Corporation and its subsidiary,
Principal Financial Securities,  Inc., an investment banking and stock brokerage
firm for $75 million.  The  transaction,  which  required  regulatory  approval,
closed in January 1998. Total assets of Principal Securities Holding Corporation
at  December  31,  1997,  and total  revenues  and pretax loss for the year then
ended,  were  approximately  $91  million,   $144  million  and  $(10)  million,
respectively.


14.  Year 2000 Issues (Unaudited)

In 1995, the Company began  investigating  the potential impact of the year 2000
on its systems, procedures, customers and business processes. Some changes began
immediately,  while others waited for an assessment  that was completed in 1996.
The Year 2000  assessment  provided  information  used to determine  what system
components  must be changed or replaced to minimize  the impact of the  calendar
change  from 1999 to 2000.  The goal of the  Company is to have its  systems and
procedures function correctly, regardless of the current date on the calendar.

The Company will  continue to use  internal  and  external  resources to modify,
replace,   and  test  the  Year   2000   modifications.   Management   estimates
approximately  95% of the identified  modifications  have been completed for its
Year 2000 project.  System  testing,  using an isolated test  environment,  will
begin early in 1998.  Ultimate  project  completion  is targeted for early 1999,
which is prior to any anticipated impact on Company  operations.  The total cost
for the project is estimated to be $20 million, with the costs being expensed as
incurred until completion.

The costs of the  project  and the date on which the  Company  believes  it will
complete the Year 2000  modifications  are based on management's best estimates,
which were derived utilizing numerous  assumptions of future events. The Company
also recognizes there are outside  influences and  dependencies  relative to its
Year 2000 effort, over which it has little or no control.  However,  the Company
is putting effort into ensuring these  considerations  will have minimal impact.
These would include the continued availability of certain resources, third-party
modification  plans and many other factors.  However,  there can be no guarantee
that these estimates will be achieved and actual results could differ from those
anticipated.

                                  APPENDIX - A

   SAMPLE ILLUSTRATIONS OF POLICY VALUES, SURRENDER VALUES AND DEATH BENEFITS

     The  following  illustrations  have been  prepared  to help show how Policy
Values  and  Surrender   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 Accounts were uniform,  gross,  annual rates of 0%, 6% and 12% (or net rates
of -.66%, 5.34% and 11.34%,  respectively).  The death benefits and values would
be  different  from  those  shown if the  return  averaged  0%, 6% 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  six  illustrations  set  out  show  hypothetical  Policies  issued  to
45-year-old  male  nonsmokers.  Illustrations  for females or for younger  males
would be more favorable;  illustrations  for older males or for smokers would be
less favorable than those  presented.  The Policies are illustrated on the basis
of $4,000 Target  Premium and a face amount at issue of $250,000.  Illustrations
1, 2 and 5 show the selection of Death Benefit Option 1;  Illustrations 3, 4 and
6, Death Benefit Option 2.

     The  illustrations  reflect all Policy charges  (including  deductions from
premiums for sales loads and state and federal taxes;  monthly  deductions  from
Policy Value of administration  charges, cost of insurance charges and mortality
and expense risk charges; and the contingent deferred  administration charge and
contingent  deferred  sales load that may be deducted  upon full  surrenders  or
lapse  of a  Policy)  and  the  average  fees  and  expenses  of  the  Accounts.
Illustrations  1 and 3  reflect  current  administrative  and cost of  insurance
charges.   Illustrations   2,  4,  5  and  6  reflect  the  guaranteed   maximum
administration  and cost of  insurance  charges.  Illustrations  5 and 6 reflect
guaranteed administration and cost of insurance charges for policies applied for
in Texas only.  The average  fees and  expenses of the  Accounts may decrease or
increase  in the future  making  operating  expenses  actually  incurred  by the
Accounts differ from the .69% average rate shown in the illustrations.

     The six illustrations are based on the assumption that payments are made in
accordance  with a $4,000 annual  Target  Premium  schedule,  that no values are
allocated  to the Fixed  Account,  no  changes in death  benefit  option or face
amount are made, no policy loans or partial surrenders occur, and that no riders
are in effect. Upon request, the Company will prepare a comparable  illustration
reflecting the proposed  insured's actual age, gender,  risk  classification and
desired policy features.

     From time to time, in  advertisements  or sales literature for the Policies
that quote  performance  data for one or more of the  Accounts,  the Company may
include Policy Values, Surrender Values and death benefit figures computed using
the same methodology as that used in the following  illustrations,  but with the
average annual total return of the Account for which  performance  data is shown
in the  advertisement  replacing the  hypothetical  rates of return shown in the
following tables.  This information may be shown in the form of graphs,  charts,
tables and examples  and may include  data for periods  prior to the offering of
the  Policies  for which an Account has had  performance  (with  Policy  charges
assumed to be equal to current  charges  for any periods  prior to offering  the
Policies).


Illustration 1
PLANNED PREMIUM $4,000
Initial Face Amount $250,000
Death Benefit Option 1

                     PRINCIPAL MUTUAL LIFE INSURANCE COMPANY
                                  PRINFLEX LIFE
                             MALE AGE 45 NON-SMOKER
                            ASSUMING CURRENT CHARGES
                                  (All States)
<TABLE>
<CAPTION>
                                         Death Benefit (2)                              Accumulated Value (2)
                                    Assuming Hypothetical Gross                      Assuming Hypothetical Gross
                                    Annual Investment Return of                      Annual Investment Return of

  End of     Accumulated         0%             6%               12%             0%             6%               12%
   Year     Premiums (1)     (-.78% Net)    (5.22% Net)     (11.22% Net)     (-.78% Net)    (5.22% Net)     (11.22% Net)
    <S>        <C>            <C>            <C>              <C>              <C>            <C>             <C>
     1         $  4,200       $250,000       $250,000         $250,000         $2,926         $ 3,123         $ 3,321
     2            8,610        250,000        250,000          250,000          5,780           6,356           6,957
     3           13,241        250,000        250,000          250,000          8,535           9,674          10,909
     4           18,103        250,000        250,000          250,000         11,217          13,107          15,239
     5           23,208        250,000        250,000          250,000         13,824          16,658          19,982
     6           28,568        250,000        250,000          250,000         16,353          20,328          25,181
     7           34,196        250,000        250,000          250,000         18,802          24,119          30,879
     8           40,106        250,000        250,000          250,000         21,154          28,022          37,116
     9           46,312        250,000        250,000          250,000         23,396          32,026          43,935
    10           52,827        250,000        250,000          250,000         25,688          36,364          51,723
    11           59,669        250,000        250,000          250,000         27,976          40,954          60,427
    12           66,852        250,000        250,000          250,000         30,204          45,749          70,083
    13           74,395        250,000        250,000          250,000         32,378          50,766          80,809
    14           82,314        250,000        250,000          250,000         34,524          56,041          92,752
    15           90,630        250,000        250,000          250,000         36,564          61,520         105,997
    16           99,361        250,000        250,000          250,000         38,477          67,198         120,690
    17          108,530        250,000        250,000          250,000         40,251          73,078         137,008
    18          118,156        250,000        250,000          250,000         41,871          79,165         155,153
    19          128,264        250,000        250,000          250,000         43,325          85,469         175,362
    20          138,877        250,000        250,000          250,000         44,621          92,016         197,915
</TABLE>
                            Surrender Value (2)
                        Assuming Hypothetical Gross
                        Annual Investment Return of

  End of            0%             6%               12%
   Year        (-.78% Net)    (5.22% Net)     (11.22% Net)
     1          $ 1,077           1,275         $1,473
     2            3,411           3,987          4,587
     3            4,404           5,543          6,778
     4            7,086           8,977         11,108
     5            9,693          12,527         15,852
     6           12,419          16,394         21,247
     7           15,261          20,579         27,339
     8           18,203          25,071         34,165
     9           21,233          29,862         41,771
    10           24,507          35,184         50,543
    11           27,976          40,954         60,427
    12           30,204          45,749         70,083
    13           32,378          50,766         80,809
    14           34,524          56,041         92,752
    15           36,564          61,520        105,997
    16           38,477          67,198        120,690
    17           40,251          73,078        137,008
    18           41,871          79,165        155,153
    19           43,325          85,469        175,362
    20           44,621          92,016        197,915

(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%, 6% 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%, 6% 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>
Illustration 2
PLANNED PREMIUM $4,000
Initial Face Amount $250,000
Death Benefit Option 1

                    PRINCIPAL MUTUAL LIFE INSURANCE COMPANY
                                 PRINFLEX LIFE
                             MALE AGE 45 NON-SMOKER
                          ASSUMING GUARANTEED CHARGES
                           (All States Except Texas)
<TABLE>
<CAPTION>
                                       Death Benefit (2)                                Accumulated Value (2)
                                    Assuming Hypothetical Gross                      Assuming Hypothetical Gross
                                    Annual Investment Return of                      Annual Investment Return of

  End of     Accumulated         0%             6%               12%             0%             6%               12%
   Year     Premiums (1)     (-.78% Net)    (5.22% Net)     (11.22% Net)     (-.78% Net)    (5.22% Net)     (11.22% Net)
    <S>        <C>            <C>            <C>              <C>              <C>            <C>             <C>
     1         $  4,200       $250,000       $250,000         $250,000         $2,712         $ 2,902         $ 3,094
     2            8,610        250,000        250,000          250,000          5,350           5,899           6,473
     3           13,241        250,000        250,000          250,000          7,882           8,961          10,132
     4           18,103        250,000        250,000          250,000         10,304          12,085          14,097
     5           23,208        250,000        250,000          250,000         12,611          15,270          18,395
     6           28,568        250,000        250,000          250,000         14,796          18,508          23,053
     7           34,196        250,000        250,000          250,000         16,847          21,791          28,099
     8           40,106        250,000        250,000          250,000         18,752          25,108          33,564
     9           46,312        250,000        250,000          250,000         20,497          28,447          39,482
    10           52,827        250,000        250,000          250,000         22,212          32,002          46,187
    11           59,669        250,000        250,000          250,000         23,851          35,696          53,626
    12           66,852        250,000        250,000          250,000         25,299          39,421          61,769
    13           74,395        250,000        250,000          250,000         26,548          43,175          70,705
    14           82,314        250,000        250,000          250,000         27,578          46,945          80,526
    15           90,630        250,000        250,000          250,000         28,364          50,713          91,338
    16           99,361        250,000        250,000          250,000         28,879          54,464         103,268
    17          108,530        250,000        250,000          250,000         29,093          58,179         116,463
    18          118,156        250,000        250,000          250,000         28,959          61,823         131,092
    19          128,264        250,000        250,000          250,000         28,430          65,365         147,362
    20          138,877        250,000        250,000          250,000         27,454          68,773         165,526
</TABLE>
                           Surrender Value (2)
                        Assuming Hypothetical Gross
                        Annual Investment Return of

  End of            0%             6%               12%
   Year         (-.78% Net)    (5.22% Net)     (11.22% Net)
     1           $   863        $  1,054         $1,245
     2             2,980           3,530          4,103
     3             3,751           4,830          6,002
     4             6,173           7,955          9,966
     5             8,481          11,139         14,264
     6            10,862          14,574         19,119
     7            13,307          18,251         24,559
     8            15,802          22,158         30,613
     9            18,333          26,284         37,318
    10            21,032          30,821         45,007
    11            23,851          35,696         53,626
    12            25,299          39,421         61,769
    13            26,548          43,175         70,705
    14            27,578          46,945         80,526
    15            28,364          50,713         91,338
    16            28,879          54,464         103,268
    17            29,093          58,179         116,463
    18            28,959          61,823         131,092
    19            28,430          65,365         147,362
    20            27,454          68,773         165,526

(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%, 6% 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%, 6% 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>
Illustration 3
PLANNED PREMIUM $4,000
Initial Face Amount $250,000
Death Benefit Option 2

                    PRINCIPAL MUTUAL LIFE INSURANCE COMPANY
                                 PRINFLEX LIFE
                             MALE AGE 45 NON-SMOKER
                            ASSUMING CURRENT CHARGES
                                  (All States)
<TABLE>
<CAPTION>
                                         Death Benefit (2)                              Accumulated Value (2)
                                    Assuming Hypothetical Gross                      Assuming Hypothetical Gross
                                    Annual Investment Return of                      Annual Investment Return of

  End of     Accumulated         0%             6%               12%             0%             6%               12%
   Year     Premiums (1)     (-.78% Net)    (5.22% Net)     (11.22% Net)     (-.78% Net)    (5.22% Net)     (11.22% Net)
    <S>        <C>            <C>            <C>              <C>              <C>            <C>             <C>
     1         $  4,200       $252,917       $253,113         $253,311         $2,917         $ 3,113         $ 3,311
     2            8,610        255,752        256,326          256,923          5,752           6,326           6,923
     3           13,241        258,478        259,609          260,834          8,478           9,609          10,834
     4           18,103        261,121        262,993          265,103         11,121          12,993          15,103
     5           23,208        263,678        266,477          269,759         13,678          16,477          19,759
     6           28,568        266,146        270,060          274,838         16,146          20,060          24,838
     7           34,196        268,521        273,742          280,376         18,521          23,742          30,376
     8           40,106        270,785        277,506          286,401         20,785          27,506          36,401
     9           46,312        272,922        281,337          292,941         22,922          31,337          42,941
    10           52,827        275,086        285,455          300,358         25,086          35,455          50,358
    11           59,669        277,225        289,775          308,582         27,225          39,775          58,582
    12           66,852        279,285        294,249          317,638         29,285          44,249          67,638
    13           74,395        281,275        298,890          327,622         31,275          48,890          77,622
    14           82,314        283,222        303,736          338,663         33,222          53,736          88,663
    15           90,630        285,037        308,704          350,783         35,037          58,704         100,783
    16           99,361        286,692        313,770          364,066         36,692          63,770         114,066
    17          108,530        288,171        318,920          378,619         38,171          68,920         128,619
    18          118,156        289,456        324,137          394,559         39,456          74,137         144,559
    19          128,264        290,531        329,408          412,017         40,531          79,408         162,017
    20          138,877        291,404        334,740          431,164         41,404          84,740         181,164
</TABLE>
                         Surrender Value (2)
                     Assuming Hypothetical Gross
                     Annual Investment Return of

  End of         0%             6%               12%
   Year      (-.78% Net)    (5.22% Net)     (11.22% Net)
     1        $ 1,068         $ 1,265        $  1,462
     2          2,805           3,379           3,976
     3          4,347           5,478           6,704
     4          6,990           8,862          10,972
     5          9,547          12,346          15,628
     6         12,212          16,126          20,904
     7         14,980          20,201          26,836
     8         17,834          24,555          33,450
     9         20,758          29,174          40,777
    10         23,906          34,275          49,178
    11         27,225          39,775          58,582
    12         29,285          44,249          67,638
    13         31,275          48,890          77,622
    14         33,222          53,736          88,663
    15         35,037          58,704         100,783
    16         36,692          63,770         114,066
    17         38,171          68,920         128,619
    18         39,456          74,137         144,559
    19         40,531          79,408         162,017
    20         41,404          84,740         181,164

(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%, 6% 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%, 6% 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>
Illustration 4
PLANNED PREMIUM $4,000
Initial Face Amount $250,000
Death Benefit Option 2

                    PRINCIPAL MUTUAL LIFE INSURANCE COMPANY
                                 PRINFLEX LIFE
                             MALE AGE 45 NON-SMOKER
                          ASSUMING GUARANTEED CHARGES
                           (All States Except Texas)
<TABLE>
<CAPTION>
                                         Death Benefit (2)                              Accumulated Value (2)
                                    Assuming Hypothetical Gross                      Assuming Hypothetical Gross
                                    Annual Investment Return of                      Annual Investment Return of


  End of     Accumulated         0%             6%               12%             0%             6%               12%
   Year     Premiums (1)     (-.78% Net)    (5.22% Net)     (11.22% Net)     (-.78% Net)    (5.22% Net)     (11.22% Net)
    <S>        <C>            <C>            <C>              <C>              <C>            <C>             <C>
     1         $  4,200       $252,700       $252,890         $253,081         $2,700         $ 2,890         $ 3,081
     2            8,610        255,317        255,863          256,432          5,317           5,863           6,432
     3           13,241        257,815        258,885          260,045          7,815           8,885          10,045
     4           18,103        260,191        261,950          263,937         10,191          11,950          13,937
     5           23,208        262,438        265,054          268,128         12,438          15,054          18,128
     6           28,568        264,546        268,184          272,637         14,546          18,184          22,637
     7           34,196        266,503        271,328          277,480         16,503          21,328          27,480
     8           40,106        268,293        274,466          282,671         18,293          24,466          32,671
     9           46,312        269,901        277,580          288,226         19,901          27,580          38,226
    10           52,827        271,450        280,847          294,446         21,450          30,847          44,446
    11           59,669        272,892        284,183          301,248         22,892          34,183          51,248
    12           66,852        274,111        287,467          308,566         24,111          37,467          58,566
    13           74,395        275,097        290,685          316,442         25,097          40,685          66,442
    14           82,314        275,826        293,807          324,910         25,826          43,807          74,910
    15           90,630        276,270        296,794          334,000         26,270          46,794          84,000
    16           99,361        276,402        299,611          343,748         26,402          49,611          93,748
    17          108,530        276,190        302,212          354,188         26,190          52,212         104,188
    18          118,156        275,583        304,531          365,338         25,583          54,531         115,338
    19          128,264        274,536        306,503          377,221         24,536          56,503         127,221
    20          138,877        273,001        308,056          389,863         23,001          58,056         139,863
</TABLE>
                           Surrender Value (2)
                       Assuming Hypothetical Gross
                       Annual Investment Return of

  End of           0%             6%               12%
   Year        (-.78% Net)    (5.22% Net)     (11.22% Net)
     1          $   852        $  1,042        $  1,233
     2            2,370           2,916           3,486
     3            3,685           4,754           5,914
     4            6,060           7,819           9,806
     5            8,307          10,923          13,998
     6           10,612          14,250          18,703
     7           12,962          17,787          23,939
     8           15,343          21,516          29,721
     9           17,737          25,416          36,063
    10           20,270          29,667          43,265
    11           22,892          34,183          51,248
    12           24,111          37,467          58,566
    13           25,097          40,685          66,442
    14           25,826          43,807          74,910
    15           26,270          46,794          84,000
    16           26,402          49,611          93,748
    17           26,190          52,212         104,188
    18           25,583          54,531         115,338
    19           24,536          56,503         127,221
    20           23,001          58,056         139,863

(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%, 6% 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%, 6% 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>
Illustration 5
PLANNED PREMIUM $4,000
Initial Face Amount $250,000
Death Benefit Option 1

                    PRINCIPAL MUTUAL LIFE INSURANCE COMPANY
                                 PRINFLEX LIFE
                             MALE AGE 45 NON-SMOKER
                          ASSUMING GUARANTEED CHARGES
                                  (Texas Only)
<TABLE>
<CAPTION>
                                         Death Benefit (2)                              Accumulated Value (2)
                                    Assuming Hypothetical Gross                      Assuming Hypothetical Gross
                                    Annual Investment Return of                      Annual Investment Return of


  End of     Accumulated         0%             6%               12%             0%             6%               12%
   Year     Premiums (1)     (-.78% Net)    (5.22% Net)     (11.22% Net)     (-.78% Net)    (5.22% Net)     (11.22% Net)
    <S>        <C>            <C>            <C>              <C>              <C>            <C>             <C>
     1         $  4,200       $250,000       $250,000         $250,000         $2,712         $ 2,902         $ 3,094
     2            8,610        250,000        250,000          250,000          5,350           5,899           6,473
     3           13,241        250,000        250,000          250,000          7,882           8,961          10,132
     4           18,103        250,000        250,000          250,000         10,304          12,085          14,097
     5           23,208        250,000        250,000          250,000         12,611          15,270          18,395
     6           28,568        250,000        250,000          250,000         14,796          18,508          23,053
     7           34,196        250,000        250,000          250,000         16,847          21,791          28,099
     8           40,106        250,000        250,000          250,000         18,752          25,108          33,564
     9           46,312        250,000        250,000          250,000         20,497          28,447          39,482
    10           52,827        250,000        250,000          250,000         22,212          32,002          46,187
    11           59,669        250,000        250,000          250,000         23,851          35,696          53,626
    12           66,852        250,000        250,000          250,000         25,299          39,421          61,769
    13           74,395        250,000        250,000          250,000         26,548          43,175          70,705
    14           82,314        250,000        250,000          250,000         27,578          46,945          80,526
    15           90,630        250,000        250,000          250,000         28,366          50,715          91,340
    16           99,361        250,000        250,000          250,000         28,883          54,468         103,271
    17          108,530        250,000        250,000          250,000         29,100          58,185         116,468
    18          118,156        250,000        250,000          250,000         28,970          61,833         131,101
    19          128,264        250,000        250,000          250,000         28,445          65,380         147,374
    20          138,877        250,000        250,000          250,000         27,476          68,795         165,542
</TABLE>
                            Surrender Value (2)
                        Assuming Hypothetical Gross
                        Annual Investment Return of

  End of            0%             6%               12%
   Year         (-.78% Net)    (5.22% Net)     (11.22% Net)
     1           $   863        $  1,054        $1,245
     2             2,982           3,531         4,104
     3             3,751           4,830         6,002
     4             6,173           7,955         9,966
     5             8,481          11,139         14,264
     6            10,862          14,574         19,119
     7            13,307          18,251         24,559
     8            15,802          22,158         30,613
     9            18,333          26,284         37,318
    10            21,032          30,821         45,007
    11            23,851          35,696         53,626
    12            25,299          39,421         61,769
    13            26,548          43,175         70,705
    14            27,578          46,945         80,526
    15            28,366          50,715         91,340
    16            28,883          54,468        103,271
    17            29,100          58,185        116,468
    18            28,970          61,833        131,101
    19            28,445          65,380        147,374
    20            27,476          68,795        165,542

(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%, 6% 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%, 6% 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>
Illustration 6
PLANNED PREMIUM $4,000
Initial Face Amount $250,000
Death Benefit Option 2

                    PRINCIPAL MUTUAL LIFE INSURANCE COMPANY
                                 PRINFLEX LIFE
                             MALE AGE 45 NON-SMOKER
                          ASSUMING GUARANTEED CHARGES
                                  (Texas Only)
<TABLE>
<CAPTION>
                                         Death Benefit (2)                              Accumulated Value (2)
                                    Assuming Hypothetical Gross                      Assuming Hypothetical Gross
                                    Annual Investment Return of                      Annual Investment Return of


  End of     Accumulated         0%             6%               12%             0%             6%               12%
   Year     Premiums (1)     (-.78% Net)    (5.22% Net)     (11.22% Net)     (-.78% Net)    (5.22% Net)     (11.22% Net)
    <S>        <C>            <C>            <C>              <C>              <C>            <C>             <C>
     1         $  4,200       $252,700       $252,890         $253,081         $2,700         $ 2,890         $ 3,081
     2            8,610        255,317        255,863          256,432          5,317           5,863           6,432
     3           13,241        257,815        258,885          260,045          7,815           8,885          10,045
     4           18,103        260,191        261,950          263,937         10,191          11,950          13,937
     5           23,208        262,438        265,054          268,128         12,438          15,054          18,128
     6           28,568        264,546        268,184          272,637         14,546          18,184          22,637
     7           34,196        266,503        271,328          277,480         16,503          21,328          27,480
     8           40,106        268,293        274,466          282,671         18,293          24,466          32,671
     9           46,312        269,901        277,580          288,226         19,901          27,580          38,226
    10           52,827        271,450        280,847          294,446         21,450          30,847          44,446
    11           59,669        272,892        284,183          301,248         22,892          34,183          51,248
    12           66,852        274,111        287,467          308,566         24,111          37,467          58,566
    13           74,395        275,097        290,685          316,442         25,097          40,685          66,442
    14           82,314        275,826        293,807          324,910         25,826          43,807          74,910
    15           90,630        276,273        296,797          334,003         26,273          46,797          84,003
    16           99,361        276,407        299,616          343,753         26,407          49,616          93,753
    17          108,530        276,198        302,220          354,197         26,198          52,220         104,197
    18          118,156        275,596        304,544          365,353         25,596          54,544         115,353
    19          128,264        274,553        306,522          377,243         24,553          56,522         127,243
    20          138,877        273,026        308,084          389,895         23,026          58,084         139,895
</TABLE>
                           Surrender Value (2)
                       Assuming Hypothetical Gross
                       Annual Investment Return of

  End of           0%             6%               12%
   Year        (-.78% Net)    (5.22% Net)     (11.22% Net)
     1          $   852        $  1,042        $  1,233
     2            2,370           2,916           3,486
     3            3,685           4,754           5,914
     4            6,060           7,819           9,806
     5            8,307          10,923          13,998
     6           10,612          14,250          18,703
     7           12,962          17,787          23,939
     8           15,343          21,516          29,721
     9           17,737          25,416          36,063
    10           20,270          29,667          43,265
    11           22,892          34,183          51,248
    12           24,111          37,467          58,566
    13           25,097          40,685          66,442
    14           25,826          43,807          74,910
    15           26,273          46,797          84,003
    16           26,407          49,616          93,753
    17           26,198          52,220         104,197
    18           25,596          54,544         115,353
    19           24,553          56,522         127,243
    20           23,026          58,084         139,895

(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%, 6% 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%, 6% 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.
                                   APPENDIX B

                                 TARGET PREMIUMS
                          ANNUAL PER $1,000 FACE AMOUNT
                              NONSMOKER AND SMOKER

  Age*    Male    Female     Unisex    Age*      Male      Female      Unisex

    0   $  3.50 $   2.83    $  3.41     43   $   12.91   $  10.82    $   12.64
    1      3.50     2.83       3.41     44       13.59      11.36        13.30
    2      3.50     2.83       3.41     45       14.31      11.93        14.00
    3      3.50     2.83       3.41     46       15.09      12.53        14.76
    4      3.50     2.83       3.41     47       15.90      13.16        15.54
    5      3.50     2.83       3.41     48       16.77      13.83        16.39
    6      3.50     2.83       3.41     49       17.70      14.54        17.29
    7      3.50     2.83       3.41     50       18.68      15.30        18.24
    8      3.50     2.83       3.41     51       19.74      16.10        19.27
    9      3.50     2.83       3.41     52       20.86      16.94        20.35
   10      3.50     2.83       3.41     53       22.05      17.85        21.50
   11      3.65     2.91       3.55     54       23.32      18.80        22.73
   12      3.80     3.00       3.70     55       24.67      19.82        24.04
   13      3.95     3.08       3.84     56       26.11      20.90        25.43
   14      4.10     3.17       3.98     57       27.65      22.05        26.92
   15      4.25     3.25       4.12     58       29.30      23.29        28.52
   16      4.62     3.63       4.49     59       31.05      24.62        30.21
   17      4.99     4.00       4.86     60       32.93      26.06        32.04
   18      5.36     4.38       5.23     61       34.94      27.60        33.99
   19      5.73     4.75       5.60     62       37.10      29.26        36.08
   20      6.10     5.13       5.97     63       39.40      31.06        38.32
   21      6.11     5.16       5.99     64       41.86      32.97        40.70
   22      6.12     5.20       6.00     65       44.48      35.02        43.25
   23      6.13     5.23       6.01     66       47.29      37.21        45.98
   24      6.14     5.27       6.03     67       50.30      39.58        48.91
   25      6.15     5.30       6.04     68       53.52      42.14        52.04
   26      6.29     5.42       6.18     69       56.98      44.93        55.41
   27      6.43     5.54       6.31     70       60.71      47.98        59.06
   28      6.57     5.65       6.45     71       64.73      51.30        62.98
   29      6.71     5.77       6.59     72       69.02      54.93        67.19
   30      6.85     5.89       6.73     73       73.62      58.86        71.70
   31      7.17     6.16       7.04     74       78.48      63.12        76.48
   32      7.51     6.44       7.37     75       83.65      67.71        81.58
   33      7.87     6.74       7.72     76       87.41      71.10        85.29
   34      8.26     7.06       8.10     77       91.34      74.66        89.17
   35      8.66     7.40       8.50     78       95.45      78.39        93.23
   36      9.10     7.76       8.93     79       99.75      82.31        97.48
   37      9.55     8.13       9.37     80      104.24      86.43       101.92
   38     10.03     8.53       9.84     81      112.06      94.21       109.74
   39     10.54     8.94      10.33     82      120.46     102.69       118.15
   40     11.09     9.38      10.87     83      129.49     111.93       127.21
   41     11.66     9.83      11.42     84      139.20     122.00       136.96
   42     12.26    10.32      12.01     85      149.64     132.98       147.47

  *  Last Birthday

                            APPENDIX C EXCHANGE OFFER

     The  Company,   the  Separate  Account,   and  Princor  Financial  Services
Corporation  have received an order from the SEC permitting an offer to exchange
the policy described in this Prospectus (the "PrinFlex Life Policy") for certain
outstanding Flexible Variable Life Insurance policies issued by the Company (the
"FVLI  Policy").  The exchange offer is extended to owners of the FVLI policies.
The exchange  offer will remain open for at least one year after the date of the
order,  February  13,  1997.  Thereafter,  the Company may withdraw the exchange
offer at any  time.  The  exchange  offer is only  made in  states  in which the
PrinFlex Life Policy is available for sale. In considering whether to accept the
exchange  offer,  you should consult this  Prospectus and the prospectus for the
FVLI Policy  since the  provisions  and  charges of the FVLI Policy  differ from
those of the  PrinFlex  Life  Policy.  Owners  of the FVLI  Policy  may  request
personalized  policy  illustrations  for the FVLI Policy and the  PrinFlex  Life
Policy from the Company. These illustrations are available at no charge.

     The FVLI Policy will be exchanged at net asset value for the PrinFlex  Life
Policy. Because the exchange will be at net asset value, at the time of exchange
the  accumulated  value of the PrinFlex  Life Policy issued in the exchange will
equal the  accumulated  value of the FVLI Policy  surrendered  in the  exchange.
However,  because  the  surrender  charges of the two  policies  are  calculated
differently,  the  surrender  value of the  PrinFlex  Life Policy at the time of
exchange may be lower or higher than the surrender value of the FVLI Policy.

     To effect an exchange,  the Company must receive from the policyowner (1) a
completed  application  for the PrinFlex Life Policy,  (2) a request and release
for the exchange on a form  supplied by the Company,  and (3) the FVLI Policy to
be exchanged  (or, if the FVLI Policy has been lost or destroyed,  an indication
to that effect on the request and release). The policyowner and the insured must
be the same  person(s)  under the  PrinFlex  Life  Policy  acquired as under the
exchanged FVLI Policy.  The PrinFlex Life Policy will be issued without evidence
of  insurability  for the same  amount  of  insurance  as the FVLI  Policy.  The
exchange will become  effective as of the close of the Valuation Period in which
all of these three items are  received  by the Company at its home  office.  The
accumulated  value  of the FVLI  Policy  will be  determined  as of the time the
exchange becomes  effective and will be transferred to the PrinFlex Life Policy.

     No surrender charge  otherwise  applicable to the FVLI Policy will apply to
the surrender in connection  with the exchange,  and no Premium  Expense  Charge
will be deducted  from the proceeds of that  surrender  when these  proceeds are
applied to the purchase of a PrinFlex Life Policy as part of an exchange. If the
Policy Date of the FVLI Policy  surrendered  in the  exchange is the same day of
the month as the Policy Date of the PrinFlex Life Policy issued in the exchange,
then surrender charges and front-end sales loads on subsequent  premium payments
for the  PrinFlex  Life Policy will be  calculated  using the Policy Date of the
FVLI Policy,  as if the Policy Date of the FVLI Policy were also the Policy Date
of the PrinFlex Life Policy.  (Example: If the Policy Date of the FVLI Policy is
December 1, 1990 and the FVLI  Policy is  exchanged  for a PrinFlex  Life Policy
with a Policy Date of April 1, 1997,  then  front-end  sales loads on subsequent
premium  payments and  surrender  charges for the  PrinFlex  Life Policy will be
calculated  as if the Policy Date of the PrinFlex  Life Policy were  December 1,
1990).

     If the Policy Date of the FVLI Policy  surrendered  in the exchange is on a
day of the month  different  from the Policy  Date of the  PrinFlex  Life Policy
issued in the exchange, then surrender charges and front-end loads on subsequent
premium  payments  for the  PrinFlex  Life Policy will be  calculated  using the
hypothetical   Monthly  Date  of  the  PrinFlex  Life  Policy  that  would  have
immediately  preceded  the Policy  Date of the FVLI  Policy  surrendered  in the
exchange,  as if that  hypothetical  Monthly  Date were the  Policy  Date of the
PrinFlex  Life  Policy.  (Example:  If the  Policy  Date of the FVLI  Policy  is
December  15, 1990 and the FVLI Policy is exchanged  for a PrinFlex  Life Policy
with a Policy Date of April 1, 1997,  then  front-end  sales loads on subsequent
premium  payments and  surrender  charges for the  PrinFlex  Life Policy will be
calculated  as if the Policy Date of the PrinFlex  Life Policy were  December 1,
1990).

If the FVLI Policy  includes one or more face amount  increases,  then surrender
charges and  front-end  sales  loads for the entire face amount of the  PrinFlex
Life Policy acquired in the exchange will be calculated using the same date that
would be used if no face  amount  increases  had  occurred.  (Example:  The FVLI
Policy was issued with a Policy Date of June 15, 1989 in an initial  face amount
of  $100,000.  On  September  15,  1994,  the face amount of the FVLI Policy was
increased  to  $150,000.  If the FVLI Policy is  exchanged  for a PrinFlex  Life
Policy with a Policy Date of August 1, 1997, the surrender charges and front-end
sales loads for the entire $150,000 face amount of the PrinFlex Life Policy will
be  calculated  as if the Policy  Date of the  PrinFlex  Life Policy were June 1
1989).

     All other  duration-related  charges under the PrinFlex Life Policy and the
time period  restrictions  associated  with certain policy  transactions  (e.g.,
death benefit option changes,  face amount  decreases,  and partial  surrenders)
will be calculated  based on the actual Policy Date of the PrinFlex Life Policy.
The Policy Date of the  PrinFlex  Life  Policy will be the date the  exchange is
effected,  unless that date falls on the 29th,  30th or 31st of a month. In that
event,  the PrinFlex Life Policy will be dated on the 28th of the  month.

Summary of Charges  Under  Policies

     The charges  under the FVLI  Policy and the  PrinFlex  Life  Policy  differ
substantially,  as summarized below. There may be other differences important to
you and the prospectuses  for both policies should be reviewed  carefully before
you decide whether to exchange your FVLI Policy for a PrinFlex Life Policy.  The
table does not include  management  fees and other  expenses  of the  underlying
Accounts in which the Divisions of the Separate Account invest.  Please refer to
the  prospectus  for both  policies  for  information  regarding  these fees and
expenses. A table summarizing charges under the respective policies follows:

                            FVLI POLICY                     PRINFLEX LIFE POLICY
FRONT-END                5% of all premiums                2.75% of all premiums
SALES LOAD                                                 up to one Target
                                                           Premium in a Policy
                                                           Year during the first
                                                           ten Policy Years;
                                                           0.75% of all premiums
                                                           in excess of Target
                                                           Premium during the
                                                           first ten Policy
                                                           Years; and 0.00% of
                                                           all premiums after
                                                           ten policy years.
                                                           (Credit is given for
                                                           time in the FVLI
                                                           Policy in calculating
                                                           front-end sales loads
                                                           on the PrinFlex Life
                                                           Policy).  A new 10-
                                                           year period for
                                                           imposition of front-
                                                           end sales loads
                                                           commences with any
                                                           face amount increase
                                                           for all premium
                                                           payments attributable
                                                           to the increase.

PREMIUM                   2% of all premiums for state     2.20% of all premiums
TAX CHARGE                premium taxes                    for state and local
                                                           premium taxes (this
                                                           charge is not
                                                           deducted from amounts
                                                           transferred from the
                                                           FVLI Policy to the
                                                           PrinFlex Life Policy)

CHARGE FOR FEDERAL        None                             1.25% of all premiums
TAXES                                                      (this charge is not
                                                           deducted from amounts
                                                           transferred from the
                                                           FVLI Policy to the
                                                           PrinFlex Life Policy)

MONTHLY                   Currently $4.75 per month        During the first
ADMINISTRATIVE            (guaranteed never to exceed      Policy Year, an
CHARGE                    $5.00 per month)                 amount equal to 1/12
                                                           x ($.40 for each
                                                           $1,000 of policy face
                                                           amount) but not less
                                                           than $6.00 per month
                                                           and no greater than
                                                           $16.67 per month
                                                           (PrinFlex Life
                                                           Policies issued in
                                                           the exchange are
                                                           subject to first-year
                                                           administrative
                                                           charges).  After the
                                                           first Policy Year,
                                                           the monthly
                                                           administrative charge
                                                           is currently $6.00
                                                           (guaranteed to be no
                                                           more than $10.00).

POLICY LOANS               Interest on policy loans        During the first ten
                           is charged at an effective      years, interest on
                           annual rate of 8% and           policy loans is
                           interest on amounts in the      charged at an
                           loan account accrues at an      effective annual rate
                           annual rate of 6%               of 8% and interest on
                                                           amounts in the Loan
                                                           Account is credited
                                                           at an annual rate of
                                                           6%.  After the tenth
                                                           Policy Year, interest
                                                           on amounts in the
                                                           Loan Account is
                                                           credited at an annual
                                                           rate of 7.75%.  (For
                                                           PrinFlex Life
                                                           Policies issued in
                                                           the exchange,
                                                           interest crediting
                                                           rate on amounts in
                                                           the Loan Account is
                                                           based on Policy Date
                                                           of PrinFlex Life
                                                           Policy).

PARTIAL                   Allowed after the first policy   Allowed after second
SURRENDERS                anniversary, but no more than    policy anniversary
                          two times per Policy Year.       (PrinFlex Life
                          Minimum partial surrender is     Policies issued in
                          $500 and maximum is 50% of       the exchange are
                          Policy's net surrender value     subject to this
                          at the time the written request  limitation), but not
                          for surrender is received in     more than two times
                          the home office.  A transaction  per Policy Year.  The
                          charge of the lesser of $25.00   minimum partial
                          or 2% of the amount of each      surrender is $500 and
                          partial surrender applies.       the maximum in any
                          (The transaction charge will be  Policy Year is 75% of
                          waived for partial surrenders    the PrinFlex Life
                          to pay off loans in connection   Policy's Net
                          with the exchange).              Surrender Value as of
                                                           the date of the first
                                                           partial surrender
                                                           during the Policy
                                                           Year.  A transaction
                                                           charge of the lesser
                                                           of $25.00 or 2% of
                                                           the amount
                                                           surrendered is
                                                           imposed on each
                                                           partial surrender.

COST OF INSURANCE         COI charges each month are       COI charges are
("COI") CHARGES           based on attained age, sex       based on the same
                          (except where unisex values      factors as apply to
                          are mandated by law)             determine COI charges
                          smoking status, and risk         on the FVLI Policy
                          class.  No "preferred"           and two additional
                          underwriting classification      factors:  issue age
                          is available.                    and duration since
                                                           issue.  (For PrinFlex
                                                           Life Policies issued
                                                           in the exchange,
                                                           issue age and
                                                           duration since issue
                                                           are calculated based
                                                           on the Policy Date of
                                                           the PrinFlex Life
                                                           Policy.  "Preferred"
                                                           underwriting
                                                           classification is
                                                           available.

MORTALITY AND             Assessed daily on the assets     Deducted monthly from
EXPENSE RISKS             of each division at a current    the Policy Value
CHARGE                    annual rate of .75%              allocated to the
                          (guaranteed not to exceed .90%). Divisions at an
                                                           annual rate of .90%
                                                           of the value of the
                                                           PrinFlex Life Policy
                                                           allocated to the
                                                           Divisions.  The
                                                           charge is not
                                                           deducted from values
                                                           allocated to the
                                                           Fixed Account.  After
                                                           the ninth Policy
                                                           Year, the charge is
                                                           reduced to a 0.27%
                                                           annual rate.  (For
                                                           PrinFlex Life
                                                           Policies issued in
                                                           the exchange, the
                                                           charge is calculated
                                                           based on the Policy
                                                           Date of the PrinFlex
                                                           Life Policy).

SURRENDER                 10-year surrender charge         10-year surrender
CHARGES                   period.  Surrender charge        charge period.
                          consists of contingent           Surrender charge
                          deferred sales load that never   consists of
                          exceeds 25% of minimum           Contingent Deferred
                          required first year premium,     Sales Charge of up
                          and contingent deferred          to 47.25% of premium
                          administrative charge that       payments up to a
                          varies with age and (where       maximum of two Target
                          allowed by law) sex of the       Premiums and a
                          insured from $0.43 per           contingent deferred
                          $1,000 of face amount to         administration charge
                          $10.58 per $1,000 of face        of $3.00 per $1,000
                          amount.                          of face amount for
                                                           the first $500,000
                                                           of face amount.
                                                           (Credit is given for
                                                           time in the FVLI
                                                           Policy in calculating
                                                           surrender charges on
                                                           the PrinFlex Life
                                                           Policy).  A new 10-
                                                           year surrender charge
                                                           period commences with
                                                           respect to face
                                                           amount increases to
                                                           the PrinFlex Life
                                                           Policy.

Policy Free Look and  Calculation  of Certain  Time  Periods for  PrinFlex  Life
Policies Acquired by Exchange

     For  PrinFlex   Life  Policies   acquired  by  exchange,   the  free  look,
incontestability,  and suicide clause time periods shall be calculated as if the
Policy Date of the PrinFlex Life Policy were the Policy Date of the FVLI Policy.
Therefore,  any of these periods that had expired under the FVLI Policy will not
start anew,  and any that had not expired will  continue  until they  originally
were to expire.  For FVLI  Policies  with one or more face amount  increases  or
riders  added after  issue,  the new suicide  clause and  incontestability  time
periods for the  increases  in face amount or riders  carry over to the PrinFlex
Life Policy.

     Values  transferred from an FVLI Policy to a PrinFlex Life Policy issued in
an exchange,  and all additional net premium  payments made to the PrinFlex Life
Policy, will be allocated  immediately among the Divisions and the Fixed Account
in  accordance  with  the  policyowners  current  allocation  instructions.  (By
contrast,  for a PrinFlex  Life Policy not  acquired by exchange the initial Net
Premium Payment and any additional premiums received prior to the Effective Date
and during the first 20 days from the Effective  Date are allocated to the Money
Market  Division until the 21st day from the Effective Date of the PrinFlex Life
Policy).

Risk Class for PrinFlex Life Policies Acquired by Exchange

     The risk class for a PrinFlex Life Policy  acquired by exchange will be the
one most similar to the risk class for the  exchanged  FVLI  Policy.  If an FVLI
Policy  includes a face amount increase at a risk class less favorable than that
for the FVLI Policy as originally issued,  then the PrinFlex Life Policy will be
issued at the risk class most similar to that for the FVLI Policy as  originally
issued.  New evidence of insurability will not be required as a condition of the
exchange unless (i) the owner requests one or more of certain optional insurance
riders under the  PrinFlex  Life Policy that were not a part of the FVLI Policy;
(ii) the owner applies to have the insureds  underwriting  class upgraded to the
preferred class that is offered under the PrinFlex Life Policy but not under the
FVLI Policy or (iii) the owner  requests a face  amount  increase at the time of
the exchange.  The PrinFlex Life Policy's  $50,000 minimum face amount  increase
will be reduced to $25,000 for increases  requested at the time of the exchange.
If new underwriting is required as part of the exchange because of reason number
(ii)  above,  a charge of $100  normally  would be  imposed.  If the owner  also
requests a face amount  increase of $25,000 or more at the time of the exchange,
however,  this $100 charge for the new underwriting will be waived. Any increase
in face  amount,  upgrade  to a  preferred  rating  or any new  rider  added  in
connection  with an exchange will take effect on the next Monthly Date following
underwriting approval.

Minimum Required Premium

     Under the FVLI Policy,  payment of a minimum  required  premium is required
during the first  policy  year.  For a PrinFlex  Life  Policy  not  acquired  by
exchange, payment of a Minimum Required Premium is required during the first two
Policy Years. For a PrinFlex Life Policy acquired by exchange of an FVLI Policy,
there will be no Minimum Required Premium even if the FVLI Policy was within the
first policy year.

     A PrinFlex  Life Policy  (other than one  acquired  by  exchange)  will not
terminate  during the first 24 months  following the Policy Date even if the Net
Surrender  Value of the PrinFlex  Life Policy on a Monthly Date is less than the
Monthly  Policy  Charge,  provided  that no policy loans have been taken and the
policyowner has paid at least the Minimum Required Premium.  Because the Minimum
Required  Premium does not apply to a PrinFlex Life Policy acquired by exchange,
such a policy will enter a grace period  during the first 24 Policy  Months (and
thereafter)  if the Net  Surrender  Value  on a  Monthly  Date is less  than the
Monthly  Policy  Charge,  even if no loans  have been  taken.  (However,  if the
PrinFlex Life Policy has a death benefit  guarantee  rider,  the Policy will not
enter a grace  period if the terms of the  rider  are  satisfied).

Policy  Riders

     Where  permitted by law, the following  riders are currently  available for
issue with the FVLI Policy:  Cost of Living Increase  (Increase  Option Rider in
Florida),  Waiver of Monthly Deductions,  Guaranteed Increase Option, Accidental
Death  Benefit,  Children  Term  Insurance,  Spouse  Term  Insurance,  Change of
Insured,  Accelerated  Death  Benefit,  and Death Benefit  Guarantee.  The Death
Benefit  Guarantee Rider is not available in the Commonwealth of  Massachusetts.
The  Guaranteed  Increase  Option is not  available on the PrinFlex Life Policy.
With that  exception,  the same or  corresponding  riders are  available  on the
PrinFlex  Life Policy.  There are  differences  between the terms of some riders
available for issue with the FVLI Policy and the corresponding  riders available
for issue with the PrinFlex Life Policy.  Where  permitted by law, the following
additional  riders  are  available  on the  PrinFlex  Life  Policy  that are not
available on the FVLI  Policy:  Waiver of Specified  Premium,  Salary  Increase,
Extra Protection Increase, Extended Coverage, and Accounting Benefit.

     If an FVLI Policy with one or more policy riders is exchanged,  then except
as provided  below,  the  policyowner may elect to have the PrinFlex Life Policy
issued with the same riders (or, if the terms of the available  rider differ for
the PrinFlex Life Policy, the corresponding  rider) by applying for the rider on
the exchange offer application. However, if the FVLI Policy has a Cost of Living
Increase  Rider,  then the  PrinFlex  Life  Policy will be issued with a Cost of
Living  Increase Rider  automatically.  If a PrinFlex Life Policy with a Cost of
Living  Increase  Rider is issued  in the  exchange,  the  first  cost of living
increase  offer  under the  PrinFlex  Life  Policy will be three years after the
Policy Date of the PrinFlex Life Policy.

     The death benefit guarantee rider is available for issue with both the FVLI
Policy and the PrinFlex Life Policy.  The terms of the rider differ  between the
FVLI Policy and the PrinFlex Life Policy.  The death benefit  guarantee rider is
included automatically on all FVLI Policies but, where permitted by law, is only
included  on a PrinFlex  Life Policy if the insured is under age 65 at issue and
if the  planned  periodic  premium  at issue is  equal  to or  greater  than the
guaranteed  death benefit premium amount specified for the PrinFlex Life Policy.
While  the  death  benefit  guarantee  rider  under  the FVLI  Policy  can apply
throughout  the insureds  life,  the  comparable  rider under the PrinFlex  Life
Policy  terminates on the later of the age 65 policy  anniversary  or five years
after the effective  date of the rider.  If an FVLI Policy has the death benefit
guarantee  rider,  the PrinFlex Policy will be issued with the comparable  death
benefit  guarantee  rider  only if the  insured  is under  age 65 on the date of
exchange and the planned  periodic premium is equal to or greater than the death
benefit  guarantee  premium.

     Certain riders  available under the PrinFlex Life Policy may be applied for
in  connection  with the exchange  offer  application,  subject to  underwriting
approval.  Additional  information about riders and the differences between them
is available from the Company.



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