PRINCIPAL MUTUAL LIFE INSURANCE CO VARIABLE LIFE SEP ACCOUNT
497, 2000-01-11
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                SUPPLEMENTS TO THE PROSPECTUS DATED JULY 1, 1999
                                     FOR THE
                SURVIVORSHIP FLEXIBLE PREMIUM VARIABLE UNIVERSAL
                              LIFE INSURANCE POLICY
                                    ISSUED BY
                        PRINCIPAL LIFE INSURANCE COMPANY

Effective August 10, 1999:

Page 21 of the prospectus  discusses various  requirements for Policy Loans. For
Policies issued in the state of Connecticut, the minimum policy loan requirement
of $500 does not apply.

Effective January 10, 2000:

The following changes are made to the Prospectus for policies issued ONLY in the
State of New York:

1.   The Death Benefit Guarantee Rider described on page 34 of the prospectus is
     not a rider in New York. The terms of this rider are included as a separate
     provision of the policy form.  There is no separate  charge or fee for this
     provision.

2.   The Extended  Coverage Rider  described on page 34 of the prospectus is not
     available for contracts issued in New York.

3.   Effective October 1, 1999, under  GROWTH-ORIENTED  ACCOUNT - SmallCap Value
     Account, Stephen Rich is removed.

4.   The section entitled  "Suicide" on page 36 of the prospectus is deleted and
     replaced with the following:
         "If either  insured dies by suicide,  while sane or insane,  within two
         years of the  policy  date (of two years  from the date of face  amount
         increase  with respect to such  increase),  we will issue a single life
         variable life insurance policy to the survivor without evidence of good
         health.  The face amount of the new policy will be one-half of the face
         amount of the original  policy.  We will refund one-half of the premium
         received for the original policy."


LV 111 S-1





     Survivorship Flexible Premium Variable Universal Life Insurance Policy


The Survivorship  Flexible Premium Variable Universal Life Insurance Policy (the
"Policy") is issued by Principal Life  Insurance  Company (the  "Company").  The
Policy provides:
o    a death benefit payable on the death of the surviving insured;
o    policy loans; and
o    a net surrender value which may be accessed by a partial or total surrender
      of the Policy.

This  prospectus  provides  information  that you should  know  before  buying a
Policy.  It is  accompanied by a current  prospectus  for the underlying  mutual
funds that are  available  under the  Policy.  Please  read  these  prospectuses
carefully and keep them for future reference.

The investment options available under the Policy are:

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
      Stock Index 500 Account
      Utilities Account

 Fidelity Variable Insurance Products Fund II
          Contrafund Portfolio
 Fidelity Variable Insurance Products Fund:
          Equity-Income Portfolio
          High Income Portfolio
 Putnam Variable Trust
          Global Asset Allocation Fund
          Vista Fund
          Voyager Fund


As in the case of other  life  insurance  policies,  it may not be in your  best
interest to buy this Policy as a  replacement  for, or in addition to,  existing
insurance coverage.

This Policy is NOT:
o    a bank deposit
o    endorsed by a bank or government agency
o    federally insured
The Policy involves investment risk, including possible loss of principal.

You should be aware that the Securities and Exchange  Commission ("SEC") has not
reviewed the Policy for its  investment  merit,  and does not guarantee that the
information in this prospectus is accurate or complete. It is a criminal offense
to say otherwise.


                      This prospectus is dated July 1, 1999.



                                TABLE OF CONTENTS

GLOSSARY...............................................................   4
SUMMARY................................................................   6
     The Policy........................................................   6
     Premiums..........................................................   7
     Policy Value......................................................   7
     Investment Account................................................   7
     Fixed Account.....................................................   7
     Transfers.........................................................   7
     Policy Loans......................................................   7
     Loan Account......................................................   7
     Surrenders........................................................   7
     Charges and Deductions............................................   8
     Death Benefits and Proceeds.......................................   9
     Maturity Proceeds.................................................   9
     Adjustment Options................................................   9
     Termination and Reinstatement.....................................   9
     Ten Day Examination Offer.........................................   9
THE COMPANY............................................................  10
PRINCIPAL LIFE INSURANCE COMPANY VARIABLE LIFE SEPARATE ACCOUNT........  10
THE FUNDS..............................................................  11
THE POLICY.............................................................  16
     To Buy a Policy...................................................  16
     Payment of Premiums...............................................  17
     Premium Limitations...............................................  17
     Allocation of Premiums............................................  17
     Ten Day Examination Offer.........................................  18
     Policy Values.....................................................  18
     Investment Account Transfers......................................  19
     Fixed Account Transfers...........................................  20
     Automatic Portfolio Rebalancing (APR).............................  20
     Policy Loans......................................................  21
     Loan Account......................................................  21
     Surrenders........................................................  22
DEATH BENEFITS AND RIGHTS..............................................  23
     Death Proceeds....................................................  23
     Death Benefit Options.............................................  23
     Change in Death Benefit Option....................................  25
     Adjustment Options................................................  25
CHARGES AND DEDUCTIONS.................................................  26
     Premium Expense Charge............................................  26
     Monthly Policy Charge.............................................  26
     Cost of Insurance Charge..........................................  27
     Administration Charge.............................................  27
     Mortality and Expense Risk Charge.................................  27
     Transaction Charge................................................  28
     Surrender Charge..................................................  28
     Other Charges.....................................................  28
THE FIXED ACCOUNT......................................................  29
POLICY TERMINATION AND REINSTATEMENT...................................  30
     Policy Termination ................................................ 30
     Reinstatement ....................................................  31
OTHER MATTERS..........................................................  32
     Voting Rights.....................................................  32
     Statement of Values...............................................  32
     Services Available by Telephone...................................  33
GENERAL PROVISIONS.....................................................  34
     The Contract......................................................  34
     Optional Insurance Benefits.......................................  34
     Misstatement of Age or Gender.....................................  35
     Assignment........................................................  35
     Ownership.........................................................  35
     Beneficiary.......................................................  35
     Benefit Instructions..............................................  35
     Benefit Payment Options...........................................  36
     Rights to Exchange Policy.........................................  36
     Non-Participating Policy..........................................  36
     Incontestability..................................................  36
     Suicide...........................................................  36
     Delay of Payments.................................................  37
     Addition, Deletion or Substitution of Investments.................  37
OFFICERS AND DIRECTORS OF PRINCIPAL MANAGEMENT CORPORATION.............  38
OFFICERS AND DIRECTORS OF PRINCIPAL LIFE INSURANCE COMPANY.............  38
DISTRIBUTION OF THE POLICY.............................................  40
STATE REGULATION.......................................................  40
FEDERAL TAX MATTERS....................................................  41
     Tax Status of the Company and the Separate Account................  41
     Charges for Taxes.................................................  41
     Diversification Standards.........................................  41
     IRS Definition of Life Insurance..................................  41
     Modified Endowment Contract Status................................  41
     Policy Surrenders and Partial Surrenders..........................  42
     Policy Loans and Loan Interest....................................  42
     Corporate Alternative Minimum Taxes...............................  42
     Exchange or Assignment of Policies................................  42
     Withholding.......................................................  42
     Other Tax Issues..................................................  42
EMPLOYEE BENEFIT PLANS.................................................  43
LEGAL OPINIONS.........................................................  43
LEGAL PROCEEDINGS......................................................  43
REGISTRATION STATEMENT.................................................  43
OTHER VARIABLE INSURANCE CONTRACTS.....................................  43
RESERVATION OF RIGHTS..................................................  43
YEAR 2000 READINESS DISCLOSURE.........................................  43
CUSTOMER INQUIRIES.....................................................  44
INDEPENDENT AUDITORS...................................................  44
FINANCIAL STATEMENTS...................................................  44
APPENDIX A............................................................. 142
APPENDIX B TARGET PREMIUMS............................................. 147

The Policy offered by this  prospectus may not be available in all states.  This
prospectus  is not an offer to sell,  or  solicitation  of an offer to buy,  the
Policy in states in which the offer or solicitation may not be lawfully made. No
person is authorized to give any  information or to make any  representation  in
connection with this Policy other than those contained in this prospectus.

GLOSSARY
adjustment  - change to your  policy  resulting  from an increase or decrease in
policy face amount or a change in: smoking status; death benefit option;  rating
or riders.

adjustment  date - the monthly date on or next following the Company's  approval
of a requested adjustment.

attained age - for each  insured,  it is the insured's age on the birthday on or
preceding the last policy anniversary.

business day - any date that the New York Stock Exchange is open for trading and
trading is not restricted.

division - a part of the Separate  Account  which  invests in shares of a mutual
fund.

effective  date - the date on which all  requirements  for  issuance of a Policy
have been satisfied.

Fixed Account - that part of the dollar amount in the policy that reflects value
in the General Account of the Company.

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

insureds  - the  persons  named as the  "insureds"  on the  application  for the
Policy. The insureds may or may not be the owners.

Investment  Account - that part of the dollar amount in the policy that reflects
your investment in one of the divisions of the Separate Account.

Loan  Account - that part of the dollar  amount in the policy that  reflects the
value  transferred  from the  Investment  Account(s)  and/or  Fixed  Account  as
collateral for a policy loan.

monthly  date - the day of the month  which is the same day as the policy  date.
     Example: If the policy date is September 5, 1999, the first monthly date is
     October 5, 1999.

monthly  policy  charge - the amount  subtracted  from the policy  value on each
monthly  date  equal  to the sum of the  cost  of  insurance  and of  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 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 Investment  Accounts and/or
Fixed Account.

net surrender  value - policy value minus any surrender  charge minus any policy
loans and unpaid loan interest.

notice - any form of  communication  received in our home office which  provides
the  information  we need which may be in writing  or  another  manner  which we
approve in advance.

owner  - the  person,  including  joint  owner,  who  owns  all the  rights  and
privileges of this Policy.

policy  date - the date from  which  monthly  dates,  policy  years  and  policy
anniversaries are determined.

policy value - an amount equal to the Fixed  Account  value plus the  Investment
Account value(s) plus the Loan Account value.

policy year - the  one-year  period  beginning on the policy date and ending one
day before the policy  anniversary and any subsequent one year period  beginning
on a policy anniversary.
         Example: If the policy date is September 5, 1999, the first policy year
         ends on  September  4,  2000.  The first  policy  anniversary  falls on
         September 5, 2000.

premium  expense charge - the charge  deducted from premium  payments to cover a
sales charge, state and local premium taxes and federal taxes.

prorated  basis - in the  proportion  that the value of a particular  Investment
Account or the Fixed Account bears to the total value of all Investment Accounts
and the Fixed Account.

surrender value - policy value minus any surrender charge.

surviving insured - the insured who is living at the death of the other insured.
If both insureds die simultaneously, then the term "surviving insured" means the
younger of the two insureds.

target  premium - a premium  amount which is used to determine the maximum sales
charge that is included as part of the premium expense charge and any applicable
surrender charge under a Policy. Target premiums are provided in Appendix B.

unit - the  accounting  measure  used to  calculate  the  value of the  Separate
Account divisions.

valuation  date - the date as of which the net asset  value of a mutual  fund is
determined.

valuation  period - the period of time between  determination of net asset value
on one valuation date and the next valuation date.

written request - actual delivery to the Company at our home office of a written
notice or request, signed and dated, on a form we supply or approve.

         Your notices may be mailed to us at:

                  Principal Life Insurance Company
                  P O Box 9296
                  Des Moines, Iowa 50306-9296

SUMMARY
This prospectus describes a survivorship flexible variable universal life policy
offered by the Company.  This is a brief summary of the Policy's features.  More
detailed information follows later in this prospectus.

The Policy
The Policy is designed to provide you with:
     o   insurance protection covering two individuals,
     o   a death benefit payable at the death of the surviving insured, and
     o   flexibility in:
         o the amount and  frequency  of premium  payments  (subject  to certain
           limitations), and
         o the amount of life insurance proceeds payable under
           the Policy.

You may allocate your net premium  payments to divisions of the Separate Account
and/or the Fixed  Account.  Not all  divisions  are  available in all states.  A
current list of divisions  available in your state may be obtained  from a sales
representative or our home office.

Each  division  invests in shares of an  underlying  mutual fund.  More detailed
information  about  the  underlying  mutual  funds  may be found in the  current
prospectus for each underlying mutual fund.

The underlying  mutual funds are NOT available to the general  public  directly.
The underlying mutual funds are available only as investment options in variable
life insurance  policies or variable annuity  contracts issued by life insurance
companies.  Some  of the  underlying  mutual  funds  have  been  established  by
investment  advisers that manage  publicly  traded  mutual funds having  similar
names and investment  objectives.  While some of the underlying mutual funds may
be similar to, and may in fact be modeled  after  publicly  traded mutual funds,
you  should  understand  that the  underlying  mutual  funds  are not  otherwise
directly  related  to  any  publicly  traded  mutual  fund.  Consequently,   the
investment  performance  of publicly  traded mutual funds and of any  underlying
mutual fund may differ substantially.

<TABLE>
<CAPTION>
Division:                                    the division invests in:
<S>                                    <C>
                                       Principal Variable Contracts Fund, Inc.
 Aggressive Growth                           Aggressive Growth Account
 Asset Allocation                            Asset Allocation Account
 Balanced                                    Balanced Account
 Bond                                        Bond Account
 Capital Value                               Capital Value Account
 Government Securities                       Government Securities Account
 Growth                                      Growth Account
 International                               International Account
 International SmallCap                      International SmallCap Account
 MicroCap                                    MicroCap Account
 MidCap                                      MidCap Account
 MidCap Growth                               MidCap Growth Account
 Money Market                                Money Market Account
 Real Estate                                 Real Estate Account
 SmallCap                                    SmallCap Account
 SmallCap Growth                             SmallCap Growth Account
 SmallCap Value                              SmallCap Value Account
 Stock Index 500                             Stock Index 500 Account
 Utilities                                   Utilities Account
 Fidelity Contrafund                    Fidelity VIP II Contrafund Portfolio Initial Class
 Fidelity Equity-Income                 Fidelity VIP Equity-Income Portfolio Initial Class
 Fidelity High Income                   Fidelity VIP High Income Portfolio Initial Class
 Putnam Global Asset Allocation         Putnam VT Global Asset Allocation Fund
 Putnam Vista                           Putnam VT Vista Fund
 Putnam Voyager                         Putnam VT Voyager Fund
</TABLE>

Premiums
The  Company  guarantees  that the  Policy  will  stay in force if you have paid
enough  premium to meet the grace period  provision (see THE POLICY - Payment of
Premiums).

Your net premiums are allocated to divisions of the Separate  Account and/or the
Fixed  Account.  Your  initial  net  premium is  allocated  to the Money  Market
division at the end of the  valuation  date we receive the  premium.  Twenty-one
days after the effective date of the Policy, the money is reallocated using your
allocation instructions (see THE POLICY - Allocation of Premiums).

Policy Value
Your Policy value is:
     o the value(s) of your Investment Account(s)
     o plus the value of your Fixed Account
     o plus the value of your Loan Account.

Investment Account
An  Investment  Account  is set up for each  division  to which you  allocate  a
portion of your net premium.  The value of an  Investment  Account  reflects the
investment experience of the division that you choose.

Fixed Account
The Company  guarantees  that net premiums  allocated to the Fixed  Account earn
interest at a guaranteed rate. In no event will the guaranteed  interest rate be
less than 3% compounded annually.

Transfers
You may  transfer  amounts  between  the  Investment  Accounts  and/or the Fixed
Account  subject  to  certain  limitations.  Transfers  in and out of the  Fixed
Account  are  subject to specific  limitations  described  in THE POLICY - Fixed
Account Transfers.

We reserve the right to charge a transfer fee on each unscheduled transfer after
the 12th such  transfer in a policy year.  The fee will not be more than $25 per
unscheduled transfer.

Policy Loans
You may borrow against your policy value any time the Policy has a net surrender
value. The minimum amount of a loan is $500.

Loan Account
When you take a policy loan, we establish a Loan Account. An amount equal to the
amount  of the  policy  loan  is  transferred  to the  Loan  Account  from  your
Investment Accounts and/or Fixed Account.  Interest is paid on the amount in the
Loan Account.

Surrenders (total and partial)
Total Surrender
     o   You may surrender your Policy and receive the net surrender value.
     o   We calculate the net surrender value as of the date we receive your
         written request.
     o   A surrender charge is imposed on total  surrenders  within ten years of
         the  policy  date  (another  date  may  apply  if the  Policy  has been
         reinstated or the face amount increased).

Partial Surrender
     o   After the second policy year, you may request a partial surrender of
         the net surrender value.
     o   The minimum amount of partial surrender is $500.
     o   The total of your partial surrenders during a policy year may not be
         greater than 75% of the net surrender value (as of the date of the
         request for the first partial surrender in that policy year).
     o   Surrenders are taken from premiums paid into the Policy on a last-in,
         first-out basis.
     o   Partial surrenders are limited to no more than two in each policy year.

Charges and Deductions
Premium Expense Charge
Deductions from premiums during each of the first ten years (and with respect to
premiums  made  because of a face  amount  increase,  during the first ten years
after the increase) equal:
     o   sales load of 5.0% of premiums paid which are less than or equal to
         target premiums (2.0% of premiums in excess of target
         premiums)
     o   plus 2.20% for state and local taxes
     o   plus 1.25% for federal taxes.

Deductions  after the  first ten  policy  years  (and  after ten years of a face
     amount  increase)  include:
     o   sales load of 2.0% of premiums paid
     o   plus 2.20% for state and local taxes
     o   plus 1.25% for federal taxes.

Surrender Charges
A surrender  charge is imposed on Policy  termination or total surrender  during
the first ten policy  years (and ten years after an increase in the face amount)
(see CHARGES AND DEDUCTIONS - Surrender Charge).

Surrender  charge  percentage.  The  surrender  charge during any policy year is
equal to the number of target  premiums  from the table below  multiplied by the
applicable surrender charge percentage also shown below:

           Joint Equivalent Age (JEA)
                  on policy or                                  Number of
                 adjustment date                             target premiums

                  75 or less                                      1.00
                  76 through 85                                   0.90
                  86 or greater                                   0.75

                            Surrender Charge Percentage Table

       Number of years since policy date             The following percentage of
           and/or the adjustment date                surrender charge is payable

                  1 through 5                                   100.00%
                  6                                              95.24
                  7                                              85.71
                  8                                              71.43
                  9                                              52.38
                  10                                             28.57
                  11 and later                                   00.00

The surrender  charge on a face amount increase is calculated by multiplying the
increase in target premium due to the face increase by the applicable  number of
target  premiums  from  the  table  above.  This  result  is  multiplied  by the
applicable  surrender charge percentage from the above table to get the increase
in surrender charges for all years.

Monthly Policy Charges
     o   Administration charge:
         o    The current monthly administration charge is $8.00 per month.
         o    An  additional  monthly  administration  charge is  imposed in the
              first ten policy  years (and ten years  after an  increase  in the
              face amount) of $.07 per $1,000 of face amount. The charge of $.07
              per  $1,000 of face  amount is  increased  by $.005 per $1,000 for
              each insured that is classified as a smoker.
     o   Cost of insurance charge.
     o   Mortality and expense risks charge:
         o in the first nine policy years, 0.80% of your Investment Accounts per
           year;
         o after the ninth policy year, 0.30% of your Investment  Accounts
           per year.
     o   Supplemental benefit rider(s) charge(s).

Other Charges
     o Transaction  charge of the lesser of $25 or 2% of the amount  surrendered
       for  each  partial  surrender.
     o Investment  management  fees  and  other
       operating expenses for the fund underlying an Investment Account.

Death Benefits and Proceeds
The death proceeds are paid to the  beneficiary(ies)  when the surviving insured
dies.  Death  proceeds are  calculated  as of the date of death of the surviving
insured. The amount of the death proceeds is:
     o the death  benefit  plus  interest (as  explained  in DEATH  BENEFITS AND
       RIGHTS - Death  Proceeds);
     o plus proceeds from any benefit  riders on the
       life of the  surviving  insured;
     o minus  policy  loans  and  unpaid  loan
       interest;
     o minus any overdue monthly policy charges.

The  Policy  provides  for two  death  benefit  options - a level  amount  and a
variable amount.  You choose an option on your  application.  Subject to certain
conditions, you may change your option after the Policy has been issued.

Death proceeds are paid in cash or applied under a benefit  payment  option.  We
pay  interest  on the  death  proceeds  from the date of death of the  surviving
insured until the date of payment or application under a benefit payment option.

Maturity Proceeds
If either insured is living on the maturity date, we will pay you (the owner) an
amount  equal  to the  death  proceeds  as  described  above.  The  Policy  then
terminates.  Maturity  proceeds  are paid in cash  lump sum or  applied  under a
benefit payment option.

Adjustment Options
You may send us a written request to increase or decrease the face amount of the
Policy.  No request is approved if the Policy is in a grace period or if monthly
policy charges are being waived under a rider.

The minimum  amount of a face amount  increase is $100,000 and is subject to our
underwriting guidelines in effect at the time you request the increase.

You may only request a decrease in face amount:
     o   after the second policy anniversary, and
     o   if the request does not decrease the face amount below $100,000.

Termination and Reinstatement
The Policy terminates when:
     o   you make a total policy surrender;
     o   death proceeds are paid;
     o   maturity proceeds are paid; or
     o   you do not make  additional  premium  payments (after the expiration of
         a 61-day grace period).

Subject  to certain  conditions,  you may  reinstate  a Policy  that  terminated
because insufficient values.

Ten Day Examination Offer (Free-look Provision)
     o You may return the Policy during the  free-look  period that is generally
       10 days but may be  longer  in  certain  states.
     o We  return  either  all premiums  paid or the policy  value,  whichever
       is required by  applicable state law.

THE COMPANY
The Company is a stock life insurance company with its home office at: Principal
Financial Group,  Des Moines,  Iowa 50306. It is authorized to transact life and
annuity  business in all of the United States and the District of Columbia.  The
Company is a wholly owned subsidiary of Principal Financial Services, Inc.

On June 24, 1879, the Company was  incorporated  under Iowa law as a mutual life
insurance company named Bankers Life Association. It changed its name to Bankers
Life  Company in 1911 and then to  Principal  Mutual Life  Insurance  Company in
1986.  The name change to Principal Life  Insurance  Company and  reorganization
into a mutual holding company structure took place July 1, 1998.

PRINCIPAL LIFE INSURANCE COMPANY VARIABLE LIFE SEPARATE ACCOUNT
The Separate Account was established  under Iowa law on November 2, 1987. It was
then  registered as a unit  investment  trust with the  Securities  and Exchange
Commission  ("SEC").  This  registration does not involve SEC supervision of the
investments or investment policies of the Separate Account.

The income, gains, and losses,  whether or not realized, of the Separate Account
are credited to or charged against the Separate  Account without regard to other
income,  gains, or losses of the Company.  Obligations  arising from the Policy,
including the promise to make benefit option payments, are our general corporate
obligations.  However,  the Policy  provides  that the  portion of the  Separate
Account's  assets equal to the reserves and other  liabilities  under the Policy
are not charged with any  liabilities  arising out of any other  business of the
Company.

There currently are twenty-five  divisions in the Separate Account  available to
you. The assets of each division invest in a  corresponding  account of a mutual
fund.  New  accounts  may be added  and  made  available.  Accounts  may also be
eliminated from the Separate Account.

THE FUNDS
The funds are mutual funds registered  under the Investment  Company Act of 1940
as open-end diversified  management investment companies.  The funds provide the
investment  vehicle for the Separate  Account.  A full description of the funds,
their investment objectives, policies and restrictions, charges and expenses and
other operational  information is contained in the attached  prospectuses (which
should be read carefully before investing). Additional copies of these documents
are available from a sales representative or our home office.

The following is a brief summary of the investment objectives of each division:
<TABLE>
<CAPTION>
       Division               Division Invests In            Investment Advisor                    Investment Objective
                         Principal Variable Contracts
                         Fund, Inc.
<S>                      <C>                           <C>                              <C>
Aggressive Growth        Aggressive Growth Account     Morgan Stanley through a         to provide long-term capital appreciation
                                                       sub-advisory agreement           by investing primarily in growth-oriented
                                                                                        common stocks of medium and large
                                                                                        capitalization U.S. corporations and, to
                                                                                        a limited extent, foreign corporations.

Asset Allocation         Asset Allocation Account      Morgan Stanley through a         to generate a total investment return
                                                       sub-advisory agreement           consistent with the preservation of capital.
                                                                                        The Account intends to pursue a flexible
                                                                                        investment policy in seeking to achieve this
                                                                                        investment objective.

Balanced                 Balanced Account              Invista Capital Management, LLC  to generate a total return consisting of
                                                       through a sub-advisory agreement current income and capital appreciation
                                                                                        while assuming reasonable risks in
                                                                                        furtherance of  this objective.

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

Capital Value            Capital Value Account         Invista Capital Management, LLC  to provide long-term capital appreciation
                                                       through a sub-advisory agreement and secondarily is growth of investment
                                                                                        income. The Account seeks to achieve its
                                                                                        investment objectives through the purchase
                                                                                        primarily of common stocks, but the Account
                                                                                        may invest in other securities.

Government Securities    Government Securities         Invista Capital Management, LLC  to seek a high level of current income,
                         Account                       through a sub-advisory agreement liquidity and safety of principal. The
                                                                                        Account seeks to achieve its objective
                                                                                        through the purchase of obligations 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                   Growth Account                Invista Capital Management, LLC  to seek growth of capital. The Account
                                                       through a sub-advisory agreement seeks to achieve its objective through the
                                                                                        purchase primarily of common stocks, but the
                                                                                        Account may invest in other securities.

International            International Account         Invista Capital Management, LLC  to seek long-term growth of capital by
                                                       through a sub-advisory agreement investing in a portfolio of equity
                                                                                        securities domiciled in any of the nations
                                                                                        of the world.

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

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

MidCap                   MidCap Account                Invista Capital Management, LLC  to achieve capital appreciation by
                                                                                        investing through a sub-advisory agreement
                                                                                        primarily in securities of emerging and
                                                                                        other growth-oriented companies.

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

Money Market             Money Market Account          Principal Management Corporation to seek as high a level of current income
                                                                                        available from 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              Real Estate Account           Principal Management Corporation seeks to generate a high total return.
                                                                                        The Account will attempt to achieve its
                                                                                        objective by investing primarily in equity
                                                                                        securities of companies principally engaged
                                                                                        in the real estate industry.

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

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

SmallCap Value           SmallCap Value Account        J.P. Morgan Investment           seeks  long-term  growth of  capital.  The
Account                                                Management, Inc.                 will  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.

Stock Index 500          Stock Index 500               Invista Capital Management, LLC  seeks long-term growth of capital. The
                         Account                       through a sub-advisory agreement Account attempts to mirror the investment
                                                                                        results of the Standard & Poor's Stock
                                                                                        Index.

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

Fidelity Contrafund      Fidelity VIP II Contrafund    Fidelity Management and          seeks long-term capital appreciation.
                         Portfolio                     Research Company


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

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

Putnam Global Asset      Putnam VT Global Asset        Putnam Investment                seeks  a high  level  of  long-term total
Allocation               Allocation Fund               Management, Inc.                 return consistent with preservation of
                                                                                        capital.

Putnam  Vista            Putnam VT Vista Fund          Putnam Investment                seeks capital appreciation.
                                                       Management, Inc.

Putnam  Voyager          Putnam VT Voyager Fund        Putnam Investment                seeks capital appreciation.
                                                       Management, Inc.
</TABLE>

Principal  Management  Corporation (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: Aggressive Growth and Asset Allocation
         Sub-Advisor:  Morgan Stanley Asset Management ("Morgan Stanley"),  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.  As of December 31, 1998,  Morgan Stanley  managed
         investments totaling approximately $163.4 billion as named fiduciary or
         fiduciary adviser.  On December 1, 1998 Morgan Stanley Asset Management
         Inc.  changed  its  name  to  Morgan  Stanley  Dean  Witter  Investment
         Management Inc. but continues to do business in certain instances using
         the name Morgan Stanley Asset Management.

         Accounts:  Balanced,  Capital  Value,  Government  Securities,  Growth,
         International,  International SmallCap,  MidCap,  SmallCap, Stock Index
         500,  and  Utilities
         Sub-Advisor:   Invista  Capital  Management,  LLC
         ("Invista"),  an indirectly  wholly-owned  subsidiary of Principal Life
         Insurance Company and an affiliate of the Manager, was founded in 1985.
         It manages investments for institutional investors, including Principal
         Life.   Assets   under   management   as  of  December  31,  1998  were
         approximately  $31 billion.  Invista's  address is 1800 Hub Tower,  699
         Walnut, Des Moines, Iowa 50309.

         Account: MicroCap
         Sub-Advisor:  Goldman Sachs Assets Management ("Goldman"), One New York
         Plaza, 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 for  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.  As of December  31, 1998,
         Goldman, together with its affiliates, managed assets in excess of $195
         billion.

         Account: MidCap Growth
         Sub-Advisor:  The Dreyfus Corporation,  located at 200 Park Avenue, New
         York, NY 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 December  31,
         1998, The Dreyfus  Corporation  managed or  administered  approximately
         $118.5  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. Berger is a wholly owned subsidiary
          of Kansas City Southern Industries,  Inc. ("KCSI"). 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.  Assets
          under management for Berger as of December 31, 1998 were approximately
          $3.4 billion.

         Account: SmallCap Value
          Sub-Advisor:  J.P. Morgan  Investment  Management,  Inc. 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  advisor to individual  and  institutional  clients.  As of
          December 31, 1998, J.P. Morgan and its subsidiaries had total combined
          assets under management of approximately $300 billion.

The Company  purchases  and sells fund shares for the Separate  Account at their
net asset value without any sales or redemption charge. The Separate Account has
divisions that correspond to interests in the Investment Accounts. The assets of
each Investment  Account are separate from the others.  An Investment  Account's
performance has no effect on the investment  performance of any other Investment
Account.

The annual  expenses of  Investment  Accounts  (as a  percentage  of average net
assets) as of December 31, 1998 were:

<TABLE>
<CAPTION>
                                                     Management          12b-1             Other             Total Account
               Account                                  Fees             Fees            Expenses           Annual Expenses
<S>                                                    <C>                <C>              <C>                   <C>
Principal Variable Contracts Fund
     Aggressive Growth                                 0.77%              N/A              0.01%                 0.78%
     Asset Allocation                                  0.80               N/A              0.09                  0.89
     Balanced                                          0.57               N/A              0.02                  0.59
     Bond                                              0.49               N/A              0.02                  0.51
     Capital Value                                     0.43               N/A              0.01                  0.44
     Government Securities                             0.49               N/A              0.01                  0.50
     Growth                                            0.47               N/A              0.01                  0.48
International                                          0.73               N/A              0.04                  0.77
     International SmallCap                            1.21               N/A              0.13                  1.34
     MicroCap(1)                                       1.00               N/A              0.38                  1.38*
     MidCap                                            0.61               N/A              0.01                  0.62
     MidCap Growth(2)                                  0.90               N/A              0.37                  1.27*
     Money Market                                      0.50               N/A              0.02                  0.52
     Real Estate                                       0.90               N/A              0.10                  1.00
     SmallCap                                          0.85               N/A              0.13                  0.98
     SmallCap Growth(3)                                1.01               N/A              0.30                  1.31*
     SmallCap Value(4)                                 1.10               N/A              0.46                  1.56*
     Utilities                                         0.60               N/A              0.09                  0.69

Fidelity
     Fidelity Contrafund                               0.59               N/A              0.11                  0.70
     Fidelity Equity-Income                            0.49               N/A              0.09                  0.58
     Fidelity High Income                              0.58               N/A              0.12                  0.70

Putnam Class IB Shares
     Putnam Global Asset Allocation                    0.44               0.10%            0.09                  0.63*(5)
     Putnam Vista                                      0.44               0.10             0.08                  0.62*(6)
     Putnam Voyager                                    0.36               0.10             0.03                  0.49*(7)
<FN>
     * Expenses for the period from May 1, 1998 through December 31, 1998.
     (1) For the calendar year ending  December 31, 1999, the Manager has agreed
         to cap expenses if necessary so that total Account annual  expenses for
         the MicroCap Account will not be more than 1.06%.
     (2) For the calendar year ending  December 31, 1999, the Manager has agreed
         to cap expenses if necessary so that total Account annual  expenses for
         the MidCap Growth Account will not be more than 0.96%.
     (3) For the calendar year ending  December 31, 1999, the Manager has agreed
         to cap expenses if necessary so that total Account annual  expenses for
         the SmallCap Growth Account will not be more than 1.06%.
     (4) For the calendar year ending  December 31, 1999, the Manager has agreed
         to cap expenses if necessary so that total Account annual  expenses for
         the SmallCap Value Account will not be more than 1.16%
     (5) Based on performance of Class IA shares,  estimated annualized expenses
         are 0.93%
     (6) Based on performance of Class IA shares, estimated annualized
         expenses are 0.92%
     (7) Based on performance  of Class IA shares,  estimated
         annualized expenses are 0.73%
</FN>
</TABLE>

THE POLICY
The  descriptions  that follow are based on provisions of the Policy  offered by
this prospectus.

To Buy a Policy
A completed application and required supplements must be submitted to us through
an agent or broker selling the Policy.

The minimum  face  amount of a Policy when  originally  issued is  $100,000.  We
reserve the right to increase or decrease the minimum face amount.

To issue a Policy, we require at least one insured to be age 85 or younger as of
the policy date. Neither insured may be older than age 90 as of the policy date.
Other underwriting restrictions may apply.

Applicants for the Policy must:
     o furnish  satisfactory  evidence of insurability  of both insureds,  and
     o meet our insurance underwriting guidelines and suitability rules.

If you  want  insurance  coverage  to  start  at the  time  the  application  is
submitted,  you must send a payment  of at least the  required  minimum  initial
premium amount with your completed  application.  The required  minimum  initial
premium amount is shown on the policy illustration.  If this amount is submitted
with the  application,  a  conditional  receipt  is given  to you.  The  receipt
acknowledges the initial payment and details any interim  conditional  insurance
coverage.

We  reserve  the  right to reject  any  application  or  related  premium  if we
determine that our underwriting guidelines, suitability rules or procedures have
not been met.

Policy Date
If we issue a Policy, a policy date is determined. Policies will not be dated on
the 29th,  30th or 31st of any month.  Policies that would otherwise be dated on
these dates are dated on the 28th of the same month.  Effective October 1, 1999,
policies that are issued on a COD basis and that would otherwise be dated on the
29th,  30th or 31st of a month  will be dated on the first day of the  following
month. Your policy date is shown on the current data pages.

Upon specific request and our approval, your Policy may be backdated. The policy
date may not be more  than six  months  prior  to the  date of  application  (or
shorter period if required by state law).  Payment of minimum monthly premium is
required for the backdated period.  Monthly policy charges are deducted from the
policy value for the backdated period.

Effective Date
The policy date and the effective date are the same unless:
     o   a backdated policy date is requested, or
     o   a Policy is applied for on a COD basis or the application was not
         accompanied by a payment of at least the minimum monthly premium, or
     o   additional  premiums  are required (the  effective  date is the date we
         receive,  review  and  accept  the  required  premium),  or
     o   application amendments are required (the effective date is the date
         we receive,  review and accept amendments).

The  insurance  coverage  does not take effect  until you  actually  receive the
Policy.  If both  insureds  were to die before the owner  actually  receives the
Policy,  there is no coverage  under the Policy  (coverage is determined  solely
under the terms of conditional receipt, if any).

Payment of Premiums
The amount and frequency of your premium  payments affects the policy value, the
net surrender value and how long the Policy remains in force.  After the initial
premium,  you may determine the amount and timing of subsequent premium payments
within certain restrictions. The minimum monthly premium is shown on the current
data pages for your Policy. You must pay premiums to us at our home office.

If the net surrender  value on any monthly date is less than the monthly  policy
charge,  a 61-day  grace  period  begins.  However,  during  the first 60 policy
months, the Policy will stay in force if (a minus b) is greater than or equal to
(c) where:
     o (a) is the sum of the premiums paid;
     o (b) is the  sum of all  existing  policy  loans,  unpaid  loan  interest,
           partial  surrenders and  transaction  charges;  and
     o (c) is the sum of the minimum  monthly  premiums since the policy date to
           the most recent monthly date.

After the first 60 policy  months,  making  premium  payments under your planned
periodic premium schedule does not guarantee that your Policy will stay in force
unless:
     o your Policy's net surrender value is at least equal to the monthly policy
       charge on the current monthly date, or
     o the death benefit  guarantee rider
       is in effect.

We send premium reminder  notices to you if you establish an annual,  semiannual
or quarterly premium payment schedule.  Preauthorized  withdrawals may be set up
on a monthly basis (to allow us to  automatically  deduct premium  payments from
your  checking  or other  financial  institution  account).  You may  also  make
unscheduled  payments  to us at our home office or by payroll  deduction  (where
permitted by state law and approved by us).

Premium Limitations
In no event may the total of all premiums paid, both scheduled and  unscheduled,
be more than the current  maximum  premium  payments  allowed for life insurance
under the Internal Revenue Code (the "Code"). If you make a premium payment that
would result in total premiums exceeding the current maximum limitation, we only
accept that portion of the payment that makes total  premiums equal the maximum.
Any excess will be returned and no further  premiums are accepted  until allowed
by the current maximum premium limitations.

Allocation of Premiums
Your  initial  net  premium  (and other net  premiums  we  receive  prior to the
effective  date and twenty days after the  effective  date) is  allocated to the
Money Market  division at the end of the valuation  date we receive the premium.
Twenty-one  days  after the  effective  date,  the money is  reallocated  to the
divisions of the Separate Account and/or to the Fixed Account  according to your
instructions.  Generally,  the  twenty  day period  corresponds  to the  maximum
free-look period (except for policies purchased in California by applicants over
age  60)  (see,  Ten  Day  Examination  Offer  (Free-Look  Provision)).  If  the
twenty-first  day is not a business  day, the  transfer  will occur on the first
business day following the twenty-first day from the effective date.

         Example:    The effective date of your policy is February 1st. Your net
                     premium is allocated  to the Money  Market  division at the
                     end of the valuation period we receive the premium.  At the
                     close of  business  on  February  21st,  the net premium is
                     reallocated to the Investment  Account and/or Fixed Account
                     that you selected.

Net premium payments  received after the twenty-day  period are allocated to the
Investment Accounts or to the Fixed Account according to your instructions.  For
each Investment Account and the Fixed Account, the allocation percentage must be
zero or a whole  number not less than 10. The total of all the  percentages  for
the  Investment  Account and the Fixed  Account must equal 100.  The  percentage
allocation for future premium  payments may be changed,  without charge,  at any
time by  sending a written  request  to us or, if  telephone  privileges  apply,
calling us at 1-800-247-9988. The allocation changes are effective at the end of
the valuation period in which your new instructions are received.

Ten Day Examination Offer (Free-Look Provision)
Under state law,  you have the right to return the Policy for any reason  during
the  free-look  period and receive your  premiums  paid.  (If you apply for your
Policy in California,  the amount refunded is described  below.) Your request to
return the Policy must be in writing.  The request and the Policy must be mailed
to us or returned to the agent (as determined by the postmark) no later than the
last day of the free-look period as shown below.

The free-look period is the later of:
     o 10 days* after the Policy is delivered to you,
     o 10 days* after a written notice is delivered or mailed to you which tells
       about  the  cancellation  right,  or
     o 45  days  after  you  complete  the application.

         *Different  free-look  periods  apply if your  Policy is  issued  in:
         o  California  and you are age 60 and over (30 day free-look  period);
         o  Colorado (15 day free-look period);  or
         o  Idaho or North Dakota (20 day free-look period).

If you applied for your Policy in California, the amount refunded is:
     o the  policy  value as of the date we receive  your  written  request  for
       cancellation,
     o plus  the  premium  expense  charge(s)  deducted  from the
       premium,
     o plus the  monthly  policy  charge(s)  deducted  from the policy
       value.

NOTE:
     o   See GENERAL PROVISIONS - Delay of Payments.
     o   If the  purchase  of this  Policy is a  replacement  for  another  life
         insurance policy or an annuity  contract,  different  free-look periods
         may apply.  We reserve the right to keep the initial premium payment in
         the Money  Market  division  longer than 20 days to  correspond  to the
         free-look periods of a particular state's replacement requirements.

Policy Values
Your policy value is equal to the sum of the values in your Investment Accounts,
Fixed  Account  and Loan  Account  (see THE FIXED  ACCOUNT and THE POLICY - Loan
Account).  The  policy  value  also  reflects  your  premium  payments,  partial
surrenders,  policy  loans and the Policy  expenses  deducted  from the Separate
Account.

There is no guaranteed  minimum Investment Account value. Its value reflects the
investment experience of the Investment Accounts that you choose. It is possible
that  the  investment  performance  could  cause  a loss  of the  entire  amount
allocated to the Investment  Accounts.  Without  additional  premium payments or
investments in the Fixed Account or a death benefit  guarantee rider, this could
result in no death benefit upon the surviving insured's death.

At   the end of any valuation period,  your value in an Investment Account is:
     o the number of units you have in a division
     o multiplied  by the value of a  unit in the division.
The  number  of units is the  total of units  purchased  by  allocations  to the
     division  from:
     o your  initial  premium  payment  (less  premium  expense
       charges);
     o plus  subsequent  premium  payments  (less  premium  expense
       charges);
     o plus transfers from another division or the Fixed Account
minus units sold:
     o for partial surrenders from the division;
     o as part of a transfer to another division,  the Fixed Account or the Loan
       Account; and
     o to pay monthly policy charges and fees.

Unit values are calculated each valuation date. To calculate the unit value of a
division,  the unit value from the previous  valuation date is multiplied by the
division's net investment factor for the current valuation period. The number of
units does not change due to a change in unit value.

The net investment  factor  measures the  performance of each division.  The net
investment factor for a valuation period is calculated as follows:

         [{the share price of the underlying mutual fund account at the end of
           the valuation period before that day's transactions
                                                            plus
         the per share amount of the dividend (or other distribution) made by
           the mutual fund account during the valuation period}
                                                         divided by
         the share price of the underlying mutual fund account at the end of the
         previous valuation period after that day's transactions].

When an investment owned by an Account pays a dividend,  the dividend  increases
the net asset  value of a share of the  Account as of the date the  dividend  is
recorded.  As the net asset value of a share of an Account  increases,  the unit
value of the  corresponding  division  also  reflects an increase.  Payment of a
dividend under these circumstances does not increase the number of units you own
in the Account.

Investment Account Transfers
You may request an unscheduled transfer or set up a periodic transfer by sending
us  a  written   request   or   calling  us  if   telephone   privileges   apply
(1-800-247-9988)(see  OTHER MATTERS - Services Available by Telephone). You must
specify  the  dollar  amount or  percentage  to  transfer  from each  Investment
Account.  In states  where  allowed,  we  reserve  the right to reject  transfer
instructions  from someone  providing them for multiple Policies for which he or
she is not the owner.

You may not make a transfer to the Fixed Account if:
     o   a transfer has been made from the Fixed Account to an Investment
         Account within six months, or
     o   immediately after the transfer, the Fixed Account value would be more
         than $1,000,000 (without our prior approval).

Unscheduled  Transfers  You may make  unscheduled  transfers  from an Investment
Account to another Investment  Account or to the Fixed Account.  The transfer is
made, and values  determined,  as of the end of the valuation period in which we
receive your request.
     o The transfer amount must be at least $100 or the value of your Investment
       Acount(s),  which ever is less.
     o We reserve the right to charge a transfer fee on each  unscheduled
       transfer after the 12th such transfer in a policy year.
         o    The fee will not be more than $25 per unscheduled transfer.
         o    Unscheduled transfers from the Fixed Account to an Investment
              Account would count in determining any transfer fee.

Scheduled  Transfers  (dollar  cost  averaging  (DCA))  You  may  elect  to have
     automatic  transfers made on a periodic basis.
     o The amount of the transfer      is:
          o the dollar  amount you select (the  minimum is the lesser of $100 or
            the  value  of  the  Investment  Account),  or
          o a  percentage  of  the Investment  Account  value as of the date you
            specify  (other than the 29th, 30th or 31st).
     o You select the  transfer  date (other than the 29th,  30th or 31st) and
       the transfer frequency (annually, semi-annually, quarterly or monthly).
     o If the selected date is not a valuation  date,  the transfer is completed
       on the next valuation  date.
     o The value of the Investment  Account must be equal to or more  than
       $2,500  when  your  scheduled  transfers  begin.
     o Transfers continue until your interest in the Investment Account has a
       zero balance or we receive  notice to stop them.
     o We reserve the right to limit the number of Separate Account divisions
       from which simultaneous  transfers are made. In no event will it ever be
       less than two.

Fixed Account Transfers
Transfers  from  your  investment  in  the  Fixed  Account  to  your  Investment
Account(s)  are  subject to certain  limitations.  You may  transfer  amounts by
making either a scheduled or  unscheduled  Fixed Account  transfer.  You may not
make both a scheduled and unscheduled  Fixed Account transfer in the same policy
year.  In  states  where  allowed,  we  reserve  the  right to  reject  transfer
instructions  from someone  providing them for multiple Policies for which he or
she is not the owner.

Unscheduled  Transfers You may make one unscheduled Fixed Account transfer to an
Investment  Account(s)  within the 30 day period  following  the policy date and
each policy anniversary.  The transfer is made, and values determined, as of the
end of the valuation period in which we receive your request.
     o   You must specify the dollar amount or percentage to be transferred (not
         to exceed 25% of the Fixed Account value as of the
         latter of the policy date or the most recent policy anniversary).
     o   The minimum transfer amount must be at least $100 (or the entire value
         of your Fixed Account if less).

Scheduled  Transfers  (dollar  cost  averaging  (DCA))  You may  make  scheduled
transfers  on a  monthly  basis  from  the  Fixed  Account  to  your  Investment
Account(s) as follows:
     o   The value of your Fixed  Account  must be equal to or more than  $2,500
         when your  scheduled  transfers  begin.  We reserve the right to change
         this amount but it will never be more than $10,000.
     o   The amount of the transfer is:
         o    the dollar amount you select (minimum of $50), or
         o    a percentage of the Fixed Account value (the maximum amount of the
              transfer is 2% of the Fixed Account value as of the
              specified date) as of the date you specify which may be:
              o the later of the policy date or most recent  policy  anniversary
                date, or
              o the date the Company receives your request.
     o Transfers  occur on a date you specify (other than the 29th, 30th or 31st
       of any month).
     o If the selected date is not a valuation date, the transfer
       is completed on the next valuation date.

Scheduled  transfers  continue  until your value in the Fixed Account has a zero
balance or we receive your notice to stop them. You may change the amount of the
transfer once each policy year by sending us a written  request or calling us if
telephone privileges apply (1-800-247-9988).  If you stop the transfers, you may
not start them again until six months after the last scheduled transfer.

Automatic Portfolio Rebalancing (APR)
APR allows you to maintain a specific  percentage  of your policy  value in your
Investment Accounts over time.
EXAMPLE:          You may choose to rebalance so that 50% of your policy  values
                  are  in the  Bond  division  and  50%  in  the  Capital  Value
                  division.  At the end of the specified period,  market changes
                  may have  caused 60% of your value to be in the Bond  division
                  and 40% in the Capital Value division.  By rebalancing,  units
                  from the Bond division are sold and applied to purchase  units
                  in the Capital Value division so that 50% of the policy values
                  are once again invested in each division.

     o   You may elect APR at the time of application or after the Policy has
         been issued.
     o   APR transfers:
         o    do not begin until the expiration of the free-look period;
         o    are done without charge (and are not counted as unscheduled
              transfers when  determining any transfer fee);
         o    may be done on the frequency you specify:
              o quarterly APR transfers may be done on a calendar year or policy
                year basis,
              o semiannual or annual APR transfers may only be done
                on a policy year basis.
         o    may be done,  if  telephone  privileges  apply,  by  calling us at
              1-800-247-9988,  mailing us your  written  request or faxing  your
              request to us.
     o   The transfers are made at the end of the next  valuation  period after
         we receive your instruction.
     o   APR is not  available  for  values  in the Fixed  Account.  If you have
         scheduled transfers from Investment Accounts,  APR is not available for
         those Investment Accounts.

Policy Loans
While your  Policy is in effect and has a net  surrender  value,  you may borrow
money from us with the Policy as the security for the policy loan.
     o   The minimum policy loan is $500.
     o   The maximum amount you may borrow is 90% of the net surrender value as
         of the date we process the policy loan.
     o   If telephone privileges apply, you may request a policy loan of $5,000
         or less by calling us at 1-800-247-9988. If you do not have  telephone
         privileges or are requesting a policy loan of more than $5,000, your
         request must be made in writing.
     o   Generally, policy loan proceeds are sent within five  business  days
         from the date we receive your request (see GENERAL PROVISIONS - Delay
         of Payments).
     o   Requests  for policy  loans from any joint owner are binding on all
         joint owners.

Loan Account
When a policy loan is taken,  an amount  equal to the loan is  transferred  from
your Investment Account(s) and Fixed Account to your Loan Account. Loan Accounts
are part of our General  Account.  You may instruct us on the  proportions to be
taken from your  accounts.  If you do not  provide  such  instruction,  the loan
amount is withdrawn in the same  proportion as the allocation  used for the most
recent monthly policy charge. Any loan interest due and unpaid is transferred in
the same manner.

Your Loan Account earns interest from the date of transfer. During the first ten
policy years,  the loan account  interest  rate is 6% per year.  After the tenth
policy year, the loan account interest rate is 7.75% per year.

You pay interest on your policy loan at the annual rate of 8%. Interest  accrues
daily and is due and payable at the end of the policy  year.  If interest is not
paid when due, it is added to the loan  amount.  Adding  unpaid  interest to the
policy loan amount  causes  additional  amounts to be withdrawn  from your Fixed
Account and/or Investment Account(s) and transferred to the Loan Account.
Withdrawals are made in the same proportions as described above.

Policy loans and unpaid loan interest  reduce your net surrender  value.  If the
net surrender  value is less than the monthly  policy charges on a monthly date,
the  61-day  grace  period  provision   applies  (see  POLICY   TERMINATION  AND
REINSTATEMENT - Policy Termination).

While the Policy is in force and before the surviving insured dies, policy loans
and loan  interest  may be repaid as follows:
     o policy loans may be repaid totally or in part;
     o repayments are allocated to the Investment Account(s)
       and Fixed Account in the proportions used for allocation of premium
       payments; and
     o payments that we receive that are not  designated  as premium  payments
       are applied as loan repayments if a policy loan is outstanding.

A policy loan  generally has a permanent  effect on policy  values.  If a policy
loan had not been made, the policy value would reflect the investment experience
of the Investment  Account(s) and the interest credited to the Fixed Account. In
addition, policy loans and unpaid loan interest are subtracted from:
     o death proceeds at the death of the surviving  insured;
     o surrender value upon total  surrender or termination of a Policy;  and
     o maturity  proceeds payable at maturity.

Surrenders
You must send us a written request for any surrender. The request must be signed
by all owners, irrevocable beneficiary(ies) if any and any assignees.

Total  surrender  You may  surrender  the Policy on or before the maturity  date
while the Policy is in effect. You receive the net surrender value at the end of
the valuation  period during which we receive your  surrender  request.  The net
surrender value is the total of the values of your Investment Accounts plus your
Fixed  Account plus your Loan Account  minus any  applicable  surrender  charge,
policy loans and unpaid loan  interest  (see CHARGES AND  DEDUCTIONS - Surrender
Charge).
     o  The  written  consent  of  all  collateral   assignees  and  irrevocable
        beneficiaries  must be obtained prior to surrender.
     o  We reserve the right to  require  you to return  the  Policy to us prior
        to making  any  payment though this does not affect the amount of the
        cash surrender value.
     o  If the total surrender  is within ten years of the policy date or a face
        amount increase a surrender charge is imposed.

Partial surrender After the second policy  anniversary and prior to the maturity
date,  you may surrender a part of the Fixed Account and/or  Investment  Account
value by sending us a written request.  The surrender is effective at the end of
the valuation period during which we receive your written request for surrender.
You may not request more than two partial surrenders in each policy year.

The minimum amount of a partial surrender is $500. The total of your two partial
surrenders during a policy year may not be greater than 75% of the net surrender
value (as of the date of the request  for the first  partial  surrender  in that
policy year).

You pay a transaction  fee on each partial  surrender.  The fee is the lesser of
$25 or two  percent  of the  amount  surrendered.  It is  withdrawn  in the same
proportion as your monthly policy charge allocation.

Your policy value is reduced by the amount of the surrender and the  transaction
fee. We surrender units from the Investment Account divisions and/or values from
the Fixed  Account  to equal the  dollar  amount of the  surrender  request  and
transaction  fee. The surrender is deducted from your Fixed Account value and/or
your Investment Account(s) according to the surrender allocation percentages you
specify.  If surrender  allocation  percentages  are not specified,  we use your
monthly policy charge allocation  percentages.  The amount  surrendered is taken
from the premiums paid on a last-in,  first-out  basis.  No surrender  charge is
imposed on a partial surrender.

If Option 1 death benefit is in effect and a partial surrender is made, the face
amount of the  policy is also  reduced by the  amount of the  surrender  and the
transaction fee. Total and partial surrenders from the Policy are generally paid
within five business days of our receipt of your written  request for surrender.
Certain  delays in payment are  permitted  (see  GENERAL  PROVISIONS  - Delay of
Payments).

DEATH BENEFITS AND RIGHTS

Death Proceeds
While the Policy  remains in force and before the  maturity  date,  we pay death
proceeds  upon  the  death  of the  surviving  insured.  If  both  insureds  die
simultaneously,  then  surviving  insured  shall  mean  the  younger  of the two
insureds.  No  benefit  is paid on the first  death of an  insured  unless  such
benefit exists under a rider.
     o   You must notify us of the first death of an insured as soon as possible
         after it occurs. (This facilitates the timely payment of death proceeds
         at the death of the surviving  insured and may affect the status of any
         riders.)
     o   We must  receive  proof of the deaths of both  insureds and all other
         required documents.
     o   Payments are made to your named  beneficiary(ies) under your designated
         death benefit option (see GENERAL PROVISIONS Beneficiary).

The  payments  are  made in cash  lump  sum or under a  benefit  payment  option
selected by the  beneficiary(ies).  Death proceeds are calculated as of the date
of the surviving insured's death and include:
     o   the death benefit described below;
     o   plus proceeds from any benefit rider on the surviving  insured's  life;
     o   minus policy loans and unpaid loan interest;
     o   minus any overdue monthly policy charges if the surviving insured died
         during a grace period;
     o   plus interest on the death proceeds from date of death of the surviving
         insured until date of payment or  application  under a benefit  payment
         option. (We determine the interest rate which will not be less than the
         rate required by state law.)

Death Benefit Options
You choose death benefit Option 1 or Option 2 at the time of application.

Option 1 (level  amount  option).  The death  benefit  is the  greater of 1) the
Policy's  current face amount or 2) the policy value on the date of death of the
surviving  insured  multiplied  by the  applicable  percentage.  The  applicable
percentage is 250% if the younger  insured is age 40 or below and the percentage
declines  with  increasing  ages.  The death  benefit  remains  level unless the
applicable  percentage of policy value exceeds the current face amount (in which
case the death benefit varies as the policy value varies).

Illustration  of Option 1. Assume  that the younger  insured is under age 40 and
that there is no loan amount and that the policy face amount is $500,000.

Under  Option 1, the death  benefit  must be equal or  greater  than 250% of the
policy value.  If the policy value is more than  $200,000,  the death benefit is
greater than $500,000.  Each  additional  dollar added to the policy value above
$200,000  increases  the death  benefit by $2.50.  If the policy  value  exceeds
$200,000  and  increases by $100 because of  investment  performance  or premium
payments, the death benefit increases by $250.

Similarly,  if the policy value exceeds  $200,000,  each dollar taken out of the
policy value  reduces the death  benefit by $2.50.  For  example,  if the policy
value is reduced  from  $500,000  to  $450,000  because  of partial  surrenders,
charges or negative  investment  performance,  the death benefit is reduced from
$1,250,000 to $1,125,000. However, if at any time the policy value multiplied by
the applicable percentage is less than the face amount, the death benefit equals
the current face amount of the Policy.

The applicable percentage lowers as the younger insured's age increases.  If the
current age of the younger  insured in the  illustration  is 50 (rather than age
40), the  applicable  percentage  would be 185%.  The death benefit would not be
greater than the $500,000 face amount unless the policy value exceeded  $270,270
rather  than  $200,000.  Each  dollar  added to or taken from the  policy  value
changes the death benefit by $1.85 (rather than $2.50).

Option 2 (variable amount option).  The death benefit is equal to 1) the greater
of the current  face  amount  plus the policy  value on the date of death of the
surviving  insured or 2) the policy value on the date of death of the  surviving
insured multiplied by the applicable percentage.

Illustration  of Option 2. Assume  that the younger  insured is under age 40 and
that there is no loan amount and that the policy face amount is $500,000.

A policy  with a policy  value  of  $100,000  has a death  benefit  of  $600,000
($500,000  plus  $100,000);  a policy value of $300,000  has a death  benefit of
$800,000  ($500,000 plus  $300,000).  The death benefit however must be at least
250% of the policy value. As a result, if the policy value exceeds $333,334, the
death benefit is greater than the face amount plus policy value. Each additional
dollar of policy value above $333,334  increases the death benefit by $2.50.  If
the policy value  exceeds  $333,334 and  increases by $100 because of investment
performance or premium payments, the death benefit increases by $250.

If the policy value exceeds $333,334,  each dollar taken out of the policy value
reduces the death  benefit by $2.50.  For  example,  the policy value is reduced
from  $400,000 to $340,000  because of partial  surrenders,  charges or negative
investment  performance,  the  death  benefit  is  reduced  from  $1,000,000  to
$850,000.  However, if the policy value multiplied by the applicable  percentage
is less than the  policy  face  amount  plus the  policy  value,  then the death
benefit is the current face amount plus the policy value on the date of death of
the surviving insured.

The applicable percentage lowers as the younger insured's age increases.  If the
current age of the younger  insured in the  illustration  is 50 (rather than age
40), the applicable percentage would be 185%. The death benefit would be the sum
of the policy  value plus  $500,000  unless the policy value  exceeded  $588,237
rather  than  $333,334.  Each  dollar  added to or taken from the  policy  value
changes the death benefit by $1.85 (rather than $2.50).

                             APPLICABLE PERCENTAGES*

         (For ages not shown, the applicable  percentages decrease by a pro rata
portion for each full year.)

           Younger insured's attained age                        percentage

                    40 and under                                     250
                    45                                               215
                    50                                               185
                    55                                               150
                    60                                               130
                    65                                               120
                    70                                               115
                    75 through 90                                    105
                    95 and older                                     101

         *We  reserve the right,  where  allowed by law, to change or delete the
percentages as required by changes to the Code.

Change in Death Benefit Option
You  may  change  the  death  benefit  option  on or  after  the  second  policy
anniversary. Up to two changes are allowed per policy year. Your request must be
made in writing and approved by us. The effective date of the change will be the
monthly  date that  coincides  with or next follows our  approval.  Changing the
death benefit option changes the future cost of insurance.

If you  change  from  Option 1 to Option 2, the new face  amount is the old face
amount  decreased by the policy value (as of the effective  date of the change).
The  change is not  allowed  if it would  result  in a face  amount of less than
$100,000.  A  change  from  Option  1  to  Option  2  may  require  evidence  of
insurability  for  the  new  death  benefit  if  required  by  our  underwriting
guidelines in place at the time of your request.

If you  change  from  Option 2 to Option 1, the new face  amount is the old face
amount increased by the policy value (as of the effective date of the change). A
change from Option 2 to Option 1 does not require evidence of insurability.

Adjustment Options
Increase in policy face amount. You may request an increase at any time provided
that the policy is not in a grace  period,  and monthly  policy  charges are not
being waived under a rider. The minimum  increase in face amount is $100,000.  A
face amount  increase  request made in the first 60 policy  months will increase
the minimum monthly premium for the remainder of the 60 months.

The request must be made on an adjustment  application.  The application must be
signed by the owner(s) and the  insureds.  If your request is not  approved,  no
changes are made to your Policy.

We will approve your request if:
     o   both insureds are alive at the time of your request; and
     o   the attained age of the older insured is age 90 or less and of the
         younger insured is 85 or less at the time of the request;
         and
     o   we  receive  evidence  satisfactory  to us  that  at  least  one of the
         insureds is insurable under our underwriting guidelines in place at the
         time of your request.

The increase in face amount is in a risk  classification  determined  by us. The
adjustment is effective on the monthly date on or next following our approval of
your request. No free-look period applies to an increase in face amount.

We calculate an "adjustment  conditional  receipt premium deposit" based on your
request for an increase. If you make a payment with your adjustment  application
of at least as much as the adjustment  conditional  receipt premium deposit,  we
issue a  conditional  receipt.  The  conditional  receipt  shows  receipt of the
payment and outlines any interim insurance coverage.

Any payment made with the adjustment  application is held in our General Account
without  interest.  If we approve the  adjustment,  on the effective date of the
adjustment,  the amount of the  premium  payment  being  held minus the  premium
expense charge, is moved to the Investment  Accounts and/or Fixed Account.  Your
current premium allocation percentages are used to make this allocation.

Decrease  in policy  face  amount.  After the first two  policy  years,  you may
request a decrease in the policy face amount.  No transaction  fee is imposed on
decreases in the policy face amount. A decrease is requested as follows:
     o the request must be made on an adjustment application;
     o the application must be signed by both the owner(s) and the insured(s);
     o the policy is not in a grace period;
     o monthly  policy  charges are not being waived under a waiver rider; and
     o the  decrease  may not reduce the policy face amount below $100,000.

CHARGES AND DEDUCTIONS

We make certain  charges and  deductions to support  operation of the Policy and
the Separate Account.  Some charges are deducted from premium payments when they
are  received.  Other  charges are deducted on a monthly  basis while others are
deducted  at  the  time  a  Policy  is  surrendered  or  terminated.   Fees  for
administrative  expenses are also charged on certain  transfers  and all partial
surrenders.

Premium Expense Charge
When we  receive  your  premium  payment,  we deduct a premium  expense  charge.
Deductions  from premiums during each of the first ten years and with respect to
premiums  made  because of a face  amount  increase,  during the first ten years
after the increase equal:
     o sales  load of 5.0% of  premiums  paid  which are less than or equal to
       target  premiums  (2.0% of premiums in excess of target  premiums) (See
       Appendix B for additional information on target premiums.)
     o plus 2.20% for state and local taxes
     o plus 1.25% for federal taxes.

Deductions from  premiums after the tenth policy year (and after ten years of a
face amount increase) equal:
     o sales load of 2.0% of premiums made
     o plus 2.20% for state and local taxes
     o plus 1.25% for federal taxes.

The sales load is intended to pay us for distribution  expenses.  These expenses
include commissions paid to registered representatives, printing of prospectuses
and sales  literature,  and advertising.  Sales loads charged in any policy year
are not necessarily  related to actual  distribution  expenses  incurred in that
year.  We expect that the  majority of these  expenses are incurred in the early
years of a Policy and that any deficit is made up during the life of the Policy.

If distribution  expenses are more than the sales load (including the sales load
portion of the surrender  charge),  the deficit is made up from our other assets
or surplus in our General Account.

Monthly Policy Charge
The monthly  policy  charge is intended to cover  certain  charges and  expenses
incurred in connection with the Policy. Deductions are made up of:
     o a charge for the cost of insurance;
     o a charge for any optional benefit added by rider(s);
     o a monthly administration charge; and
     o a mortality and expense risks charge
       (applies only to the Investment Accounts).

On the policy date and each monthly date  thereafter,  we deduct the charge from
your policy value in the Investment  Accounts and/or Fixed Account (but not your
Loan  Account).  The deduction is made using your current  monthly policy charge
allocation percentages.
Your allocation percentages may be:
     o the same as allocation  percentages for premium payments;
     o determined on a prorated basis; or
     o determined by any other  allocation  method which we agree upon.

The allocation  percentage for each Investment  Account and/or the Fixed Account
must be zero or a whole  number  not less than 10.  The total of the  allocation
percentages  must  equal 100.  Allocation  percentages  may be  changed  without
charge.  A request for an allocation  change is effective on the date we receive
the request. If we cannot follow your instructions because of insufficient value
in any Investment Account and/or the Fixed Account, the monthly policy charge is
deducted on a prorated basis.

Cost of Insurance Charge
Your monthly cost of insurance charge is (a) multiplied by (b minus c) where:
     o (a) is the cost of insurance rate described below divided by 1,000;
     o (b) is the death benefit at the beginning of the policy month, divided
        by 1.0024663 (the sum of one plus the monthly guaranteed fixed account
        interest rate); and
     o (c) is the policy value at the  beginning of the policy month  calculated
        as if the monthly policy charge was zero.

The cost of insurance  rate is based on the gender*,  issue age,  duration since
issue, smoking status, and risk classification of each insured. We determine the
rate based on our expectation as to mortality experience. Changes in the cost of
insurance  rates  apply to all  individuals  of the same age,  gender*  and risk
classification.  The rate  will  never  exceed  the rate  shown in the  Table of
Guaranteed Maximum Cost of Insurance Rates in the Policy. The guaranteed maximum
cost  of  insurance  rate  is  based  on the  gender*,  attained  age  and  risk
classification of each insured.

Different cost of insurance rates may apply to face amount  increases.  The cost
of insurance  for the increase is based on each  insured's  gender*,  issue age,
duration since issue, smoking status, and risk classification at the time of the
increase.  The  guaranteed  maximum cost of  insurance  rate for the increase is
based on each insured's  gender*,  attained age and risk  classification  at the
time of the increase.

     *   The cost of insurance rate for Policies  issued in states which require
         unisex pricing or in connection with employment  related  insurance and
         benefit plans is not based on the gender of the insured.

Administration Charge
1)  Current charges
     o   The current monthly administration charge is $8.00 per month.
     o   An additional monthly administration charge is imposed in the first ten
         policy  years (and ten years after an  increase in the face  amount) of
         $.07 per $1,000 of face  amount.  The charge of $.07 per $1,000 of face
         amount  is  increased  by $.005 per  $1,000  for each  insured  that is
         classified as a smoker.

2)  Guaranteed administration charges
In all policy years,  the guaranteed  maximum monthly  administration  charge is
$8.00 per month plus ($.08 per  $1,000 of face  amount).  The charge of $.08 per
$1,000 of face amount is  increased by $.005 per $1,000 for each insured that is
classified as a smoker.

The monthly administration charge reimburses us for the administrative  expenses
of the Policy and the Separate Account.  Administration  expenses do not include
the cost of  selling  the  Policy.  They do  include  the costs  of:  processing
applications;   conducting  medical  examinations;   determining   insurability;
establishing and maintaining records; processing death benefit claims and policy
changes,  reporting  and  overhead.  We do not expect to  collect  more from the
administration charges than our actual accumulated expenses.

Mortality and Expense Risks Charge
The mortality  risk we assume is that insureds may live for a shorter  period of
time than we  estimate.  As a result,  we would have to pay a greater  amount in
death benefits than we collect in premium  payments.  The expense risk we assume
is that expenses  incurred in issuing and  administering  the policy are greater
than we estimated.  The Company expects to make a profit from this charge to the
extent it is not needed to provide benefits and pay expenses under the Policies.

Each  month  during the first nine  policy  years,  we deduct a charge for these
risks at an  annual  rate of 0.80% of your  Investment  Account(s).  Each  month
thereafter,  we deduct a charge at an  annual  rate of 0.30% of your  Investment
Account(s).

We reserve the right to increase the annual rate but guarantee  that the maximum
annual rate will not exceed 0.80%.  If we increase the annual rate, the increase
will only apply to policies issued on or after the date of the increase.

Transaction Charge
A transaction fee of the lesser of $25 or 2% of the surrender  amount applies to
each  partial  surrender.  The fee is withdrawn  in the same  proportion  as the
allocation used for the most recent monthly policy charge.

We reserve the right to charge a transfer fee on each unscheduled transfer after
the 12th such  transfer in a policy year.  The fee will not be more than $25 per
unscheduled transfer.

Surrender Charge
Surrender  charges  vary  based on the  target  premium  of the  policy  and the
premiums  paid. The charge applies only during the first ten policy years unless
there is a face amount  increase.  A face amount  increase has its own surrender
charge period that begins on the adjustment  date. The total surrender charge on
the policy is the sum of the surrender  charges for the face amount at issue and
each face amount increase.  The surrender charge is not affected by any decrease
in face  amount or any change in face  amount  resulting  from a change of death
benefit options.

The surrender  charge  compensates  us for expenses  relating to the sale of the
Policy. These include commissions,  advertising and printing of prospectuses and
sales literature.  The surrender charge also reimburses us for expenses incurred
in issuing  the  Policy.  These  expenses  include  processing  the  application
(primarily  underwriting)  and  setting up  records.  This charge is intended to
cover the average anticipated issue expenses for all Policies.  There may not be
a direct relationship  between the amount of the charge for any given Policy and
the amount of expenses attributable to that Policy.

The surrender charge on an early surrender or Policy lapse is significant.  As a
result,  you should purchase a Policy only if you have the financial capacity to
keep it in force for a substantial period of time.

Surrender  charge  percentage.  The  surrender  charge during any policy year is
equal to the number of target  premiums  from the table below  multiplied by the
applicable surrender charge percentage also shown below:

           Joint Equivalent Age (JEA)
                  on policy or                              Number of
                 adjustment date                          target premiums

                  75 or less                                   1.00
                  76 through 85                                0.90
                  86 or greater                                0.75

                            Surrender Charge Percentage Table

       Number of years since policy date           The following percentage of
           and/or the adjustment date              surrender charge is payable

                1 through 5                                  100.00%
                6                                             95.24
                7                                             85.71
                8                                             71.43
                9                                             52.38
                10                                            28.57
                11 and later                                  00.00

The surrender  charge on a face amount increase is calculated by multiplying the
increase in target premium due to the face increase by the applicable  number of
target  premiums  from  the  table  above.  This  result  is  multiplied  by the
applicable  surrender charge percentage from the above table to get the increase
in surrender charges for all years.

Other Charges
The Investment  Accounts  represent shares of divisions of the Separate Account.
The  assets of each  division  are used to  purchase  shares in a  corresponding
mutual fund at net asset value.  The net asset value of the mutual fund reflects
management fees and operating  expenses  already deducted from the assets of the
fund.  Current  management fees and operating  expenses for each mutual fund are
shown in the section entitled THE FUNDS.

THE FIXED ACCOUNT
You may allocate net premiums and transfers from your  Investment  Account(s) to
the Fixed Account. The Fixed Account is part of our General Account.  Because of
exemptions  and  exclusions  contained  in the  Securities  Act of 1933  and the
Investment  Company Act of 1940, the Fixed Account has not been registered under
these acts.  Neither the Fixed  Account nor any interest in it is subject to the
provisions of these acts.  As a result the SEC has not reviewed the  disclosures
in this prospectus relating to the Fixed Account. However,  disclosures relating
to the Fixed  Account  are subject to  generally  applicable  provisions  of the
federal  securities laws relating to the accuracy and completeness of statements
made in  prospectuses.  You may  obtain  more  information  regarding  the Fixed
Account from our home office or from a sales representative.

Our  obligations  with respect to the Fixed Account are supported by our General
Account.  Subject to applicable law, we have sole discretion over the investment
of assets in the General Account.

We guarantee that net premiums  allocated to the Fixed Account  accrue  interest
daily at an effective annual rate of 3% compounded annually. We may, in our sole
discretion, credit interest at a higher rate.

The  mortality  and expense  risks charge is not imposed on amounts in the Fixed
Account. The value of your Fixed Account on any valuation day is:
     o net premiums allocated to the Fixed  Account
     o plus transfers from the Investment Account(s)
     o plus interest credited to the Fixed Account
     o minus surrenders, surrender charges and monthly policy charges
     o minus transaction fees allocated to the Fixed Account
     o minus transfers to the Loan Account
     o minus transfers to the Separate Account.

POLICY TERMINATION AND REINSTATEMENT

Policy Termination
You must make an initial  minimum  premium  payment to have  coverage  under the
Policy.

If the net surrender  value on any monthly date is less than the monthly  policy
charge,  a 61-day  grace  period  begins.  However,  during  the first 60 policy
months, the Policy will stay in force if (a minus b) is greater than or equal to
(c) where:
     (a) is the sum of the premiums paid;
     (b) is the sum of all existing policy loans, unpaid loan interest,  partial
         surrenders  and  transactions  charges;  and
     (c) is the sum of the  minimum
         monthly premiums since the policy date to the most recent monthly date.

After the first 60 policy  months,  making  premium  payments under your planned
periodic premium schedule does not guarantee that your Policy will stay in force
unless:
     o your Policy's net surrender value is at least equal to the monthly policy
       charge on the current monthly date, or
     o the death benefit  guarantee rider is in effect.

Grace Period. The  grace  period  begins  when we send you a notice  of  pending
     lapse.  The notice:
     o is mailed to your last known post office address;
     o shows the minimum payment required to keep the Policy in force; and
     o shows the 61-day period during which we will accept the required payment.

If you are in a grace  period,  the  minimum  payment  is  equal to (a) plus (b)
divided by (c) where:
     (a) is the  amount by which the  surrender  charge is more than the  policy
         value on the monthly date at the start of the grace  period  before the
         monthly policy charge is deducted,
     (b) is three monthly policy charges, and
     (c) is one minus the maximum premium expense charge percentage (see CHARGES
         AND DEDUCTIONS - Premium Expense Charge).

This  payment is intended to a)  reimburse  us for the  monthly  policy  charges
during the grace period,  and b) provide  enough policy value to pay the monthly
policy charge on the first  monthly date after the grace  period.  To cover past
due policy  charges,  if the grace  period  ends  before we receive  the minimum
payment, we keep any remaining value in the Policy.

Due to possible  adverse  market  fluctuations,  there is no guarantee  that the
amount  requested  at the  beginning  of the  grace  period is enough to pay the
monthly policy charges as they are processed.  If the net surrender value is not
at least as much as the monthly  policy charge on any monthly date, a new 61-day
grace period starts.

The Policy is in force during a grace period.  If we do not receive the required
payment,  the  Policy  terminates  as of  the  monthly  date  on or  immediately
preceding the start of the grace period.  If the surviving insured dies during a
grace period, policy proceeds are reduced by:
     o all monthly  policy  charges due and unpaid at the death of the surviving
       insured, and
     o any policy loans and unpaid loan interest.

The  Policy also terminates when:
     o you make a total policy  surrender;
     o death  proceeds are paid; and
     o maturity proceeds are paid.

When the Policy terminates, all of the owners' policy rights and privileges end.

Reinstatement
Subject  to certain  conditions,  you may  reinstate  a Policy  that  terminated
because of insufficient value. The Policy may only be reinstated:
     o prior to the maturity date and while at least one insured is alive;
     o upon our receipt of satisfactory  evidence of insurability  (according to
       our underwriting  guidelines then in effect);
     o if you make a payment of a reinstatement premium which is equal to
       (a) plus (b) divided by (c) where:
         (a)  is the  amount  by which  the  surrender  charge  is more than the
              policy  value on the monthly date at the start of the grace period
              before the monthly policy charge is deducted,
         (b)  is three monthly policy charges, and
         (c) is one minus the maximum  premium  expense charge  percentage  (see
             CHARGES AND DEDUCTIONS - Premium Expense Charge);  and
     o if the application for reinstatement is mailed to us within three years
       of the  Policy termination (in some states, we must provide a longer
       period of time for Policy reinstatement).

If a policy loan or loan  interest  was unpaid when the Policy  terminated,  the
policy loan must be reinstated or repaid (loan interest is not collected for the
period the Policy was terminated).

We do not require payment of monthly policy charges during the period the Policy
was  terminated.  Reinstatement  is effective on the next monthly date following
our  approval of the  reinstatement  application.  Premiums  received  with your
reinstatement  application  are held without  interest  until the  reinstatement
date.  They are  allocated to your  selected  Investment  Accounts  and/or Fixed
Account  on  the  reinstatement   date.  We  will  use  the  premium  allocation
percentages  in effect  at the time of  termination  of the  Policy  unless  you
provide new allocation  instructions.  The reinstated Policy has the same policy
date as the original Policy. Your rights and privileges as owner(s) are restored
upon reinstatement.

If you  reinstate  your Policy and then it is totally  surrendered,  a surrender
charge may be imposed.  The charge, if any, is calculated based on the number of
years the Policy was in force.  The period of time  during  which the Policy was
terminated  is not  credited  toward  the  number of  policy  years to make this
calculation.

OTHER MATTERS

Voting Rights
We vote  Investment  Account shares held in the Separate  Account at shareholder
meetings.  We follow the voting  instructions  received  from people  having the
voting interest in the Account shares.

You have a voting  interest  under a Policy.  You have one vote for each $100 of
policy value in the  Investment  Accounts.  Fractional  votes are  allocated for
amounts  less  than  $100.  The  number  of votes on which you have the right to
instruct  us is  determined  as of a date  established  by the  mutual  fund for
setting the shareholders eligible to vote.

According to  procedures  adopted by the mutual fund,  voting  instructions  are
solicited by a written proxy  statement  before a shareholder  meeting.  We vote
other Account shares, for which no voting instructions are received, in the same
proportion  as the  shares  for which we receive  voting  instructions.  Account
shares held in our General Account are voted in proportion to instructions  that
are received with respect to the participating contracts.

If we determine,  under  applicable  law, that Account  shares need not be voted
according to the instructions  received,  we may vote Account shares held in the
Separate Account in our own right.

We may,  when  required by state  insurance  regulatory  authorities,  disregard
voting  instructions.  This may be done if the instructions would require shares
to be voted to:
     o   change a subclassification or investment objective of the Account, or
     o   disapprove an investment advisory contract of the fund or Account, or
     o   approve  changes  initiated  by an owner in the  investment  policy  or
         investment  advisor  of the  Account  or mutual  fund if we  reasonably
         disapprove of the changes.

The change would be disapproved only if:
     o   the proposed change is contrary to state law;
     o   prohibited by state regulatory authorities; or
     o   we determine the change is inconsistent with the investment objectives
         of the mutual fund.
If we disregard voting instructions,  a summary of the action and the reason for
the actions will be included in the next  semiannual  report from the underlying
fund to owners.

Statement of Values
You  receive an annual  statement at the end of each policy year.  The statement
will show:
     o current death  benefit;
     o current  policy value and surrender value;
     o all premiums paid since the last  statement;
     o all charges since the last  statement;
     o any policy  loans and unpaid loan  interest;
     o any partial surrenders since the last statement;
     o the number of units and unit value;
     o total value of each of your Investment Accounts and the Fixed Account;
     o designated  beneficiary(ies);  and
     o all riders included in the Policy.

You will also receive a statement as of the end of each calendar quarter. At any
time, you may request a current statement by telephoning 1-800-247-9988.

We also send you the reports required by the Investment Company Act of 1940.

Services Available by Telephone
Telephone  Instructions.  Unless you decline telephone privileges,  instructions
for the following transactions may be given to us via the telephone:
     o policy  loans (loan  proceeds  are only mailed to the owner's  address of
       record);
     o changes in allocations of future premium payments;
     o changes in allocation  of  the  monthly   policy   charge;
     o  changes  to  your  APR instructions;
     o  changes  to  your  DCA   instructions;   and
     o  provide instructions for unscheduled Investment Account and/or Fixed
        Account transfers.

Instructions:
     o  may be given by calling us at 1-800-247-9988 between 7 a.m. and 9 p.m.
        Central Time on any day that the New York Stock Exchange is open;
     o  must be received by us before the close of the New York Stock Exchange
        (generally 3:00 p.m. Central Time) to be effective the day you call;
     o  are effective  the next  valuation  day if not received  until after the
        close of the New  York  Stock  Exchange;  and
     o  from one  joint  owner  are binding on all joint owners.

Although  neither the Separate  Account nor the Company is  responsible  for the
authenticity of telephone  transaction  requests,  the Separate  Account and the
Company reserve the right to refuse telephone orders.  You are liable for a loss
resulting  from a  fraudulent  telephone  order  that we  reasonably  believe is
genuine. We use reasonable procedures to assure instructions are genuine. If the
procedures are not followed,  we may be liable for loss due to  unauthorized  or
fraudulent  transactions.   The  procedures  include:  recording  all  telephone
instructions,   requesting  personal  identification  information  (name,  phone
number,   social  security  number,   birth  date,  etc.)  and  sending  written
confirmation to the owner's address of record.

Direct Dial.  You may receive information about your policy from our Direct Dial
system between 7 a.m. and 9 p.m. Central Time, Monday through Saturday.
The Direct Dial number is 1-800-247-9988. Through this automated system,
you can:
     o obtain  information  about  unit  values and  policy  values,
     o initiate certain changes to your policy,  and
     o change your personal  identification number.

Instructions from one joint owner are binding on all joint owners.

GENERAL PROVISIONS

The Contract
The  entire  contract  is  made  up  of  applications,  amendments,  riders  and
endorsements  attached  to  the  Policy,  current  data  pages,  copies  of  any
supplemental applications,  amendments,  endorsements and revised Policy or data
pages which are mailed to you. No statement,  unless made in an application,  is
used to void a  Policy  (or  void an  adjustment  in the  case of an  adjustment
application).  Only our  corporate  officers  can  agree to  change or waive any
provisions of a Policy. Any change or waiver must be in writing and signed by an
officer of the Company.

Optional Insurance Benefits
Subject to certain conditions, you may add one or more supplemental benefits to
your Policy. These include:
     o four year term insurance rider
     o policy split option rider
     o single life term insurance  rider
     o enhanced death benefit rider
     o extended coverage rider
     o death benefit guarantee rider

Detailed information  concerning  supplemental  benefits may be obtained from an
authorized agent or our home office. Not all supplemental benefits are available
in all states. The cost, if any, of an optional insurance benefit is deducted as
part of your monthly policy charge.

Death Benefit  Guarantee  Rider (also known as the "no lapse  guarantee").  This
rider provides that if the rider premium is paid, the Policy does not lapse even
if the net surrender  value is not enough to pay the monthly policy charges on a
monthly  date.  This  rider is  automatically  made a part of the  policy if the
planned periodic premium is equal to or greater than the death benefit guarantee
premium.

The  death benefit (no lapse) guarantee premium requirement is met if:
     o the sum of all  premiums  paid
     o minus any  partial  surrenders
     o minus any policy loans and unpaid loan interest
is at least as much as the sum of death benefit  guarantee monthly premiums from
the policy date to the most recent monthly date.  Your most recent death benefit
(no lapse) guarantee premium is shown on your current data page.

The death benefit (no lapse) guarantee premium is based on the issue age, gender
(where permitted by law) and risk  classification  of each insured.  The monthly
death  benefit (no lapse)  guarantee  premium is  considered  to be zero for any
month that deductions are being waived. This premium may change if:
     o the Policy face amount is changed,
     o the death benefit option is changed,
     o a rider is added or deleted, or
     o an adjustment is made to your Policy.

As a result of a change,  an  additional  premium may be required to satisfy the
new death benefit (no lapse) guarantee premium.

If on  any  monthly  date,  the  death  benefit  (no  lapse)  guarantee  premium
requirement  is not met, we send you a notice  stating  the premium  required to
reinstate  the rider.  If the premium  required to maintain the guarantee is not
received in our home office  before the  expiration  of the 61-day  grace period
(which begins when the notice is mailed), the death benefit (no lapse) guarantee
is no longer in effect and the rider is terminated.  If the rider terminates, it
may not be reinstated.

Extended Coverage Rider. This rider allows, under certain conditions, the Policy
to remain  in force  until  the  death of the  surviving  insured - with a death
benefit being paid rather than maturing the Policy.

Misstatement of Age or Gender
If the age or,  where  applicable,  gender of either  of the  insureds  has been
misstated,  we adjust the death benefit payable under your Policy to reflect the
amount that would have been payable at the correct ages and gender.

Assignment
You may assign your Policy.  Each  assignment is subject to any payments made or
action taken by the Company  prior to our  notification  of the  assignment.  We
assume no responsibility for the validity of any assignment.

An assignment must be made in writing and filed with us at our home office.  The
irrevocable beneficiary(ies),  if any, must authorize any assignment in writing.
Your  rights,  as well as  those of the  beneficiary(ies),  are  subject  to any
assignment on file with us.

Ownership
You may change your ownership  designation at any time.  Your request must be in
writing and  approved by us. After  approval,  the change is effective as of the
date you signed the request for change. We reserve the right to require that you
send us the Policy so that we can record the change.

Unless changed,  the owner(s) is as named in the  application.  The owner(s) may
exercise  every right and privilege of the Policy,  subject to the rights of any
irrevocable beneficiary(ies) and any assignee(s).

All  rights  and  privileges  of  ownership  of a Policy  end if the  Policy  is
surrendered,  death or maturity  proceeds are paid,  or if the grace period ends
without  our  receiving  the payment  required to keep the Policy in force.  The
rights and privileges end as of the monthly date on or immediately preceding the
start of the grace period.

If an owner dies before the Policy terminates,  the surviving owner(s),  if any,
succeed to that person's ownership interest,  unless otherwise specified. If all
owners die before the policy terminates,  the Policy passes to the estate of the
last surviving owner. With our consent, you may specify a different  arrangement
for contingent ownership.

Beneficiary
You have the right to name a beneficiary(ies)  and contingent  beneficiary(ies).
This may be done as part of the  application  process or by sending us a written
request. Unless you have named an irrevocable  beneficiary,  you may change your
beneficiary  designation by sending us a written  request.  After approval,  the
change is effective as of the date you signed the request for change. We reserve
the  right to  require  that you send us the  Policy so that we can  record  the
change.

If no  beneficiary(ies)  survives the death of the surviving insured,  the death
proceeds  are  paid to the  owner(s)  or the  estate  of the  owner(s)  in equal
percentages unless otherwise specified.

Benefit Instructions
While either insured is alive, you may give us instructions for payment of death
proceeds under one of the benefit  options of the Policy.  The  instructions  or
changes  to  the   instructions   must  be  in   writing.   If  you  change  the
beneficiary(ies), prior benefit instructions are revoked.

Benefit Payment Options
While the surviving  insured is alive,  you may arrange for death proceeds to be
paid in a lump sum or under one of several fixed benefit payment options.  These
choices are also available if the Policy is surrendered or matures.

     o   Option A - Special Benefit Arrangement
         A specially  designed benefit option may be arranged with our approval.
     o   Option B - Proceeds left at interest
         We hold the amount of the benefit on  deposit.  Interest  payments  are
         made annually, semiannually, quarterly or monthly as selected.
     o   Option C - Fixed Income
         We pay income of a fixed amount for a fixed period (not exceeding 30
         years).
     o   Option D - Life Income
         We pay income during a person's  lifetime.  A minimum guaranteed period
         may be used.
     o   Option E - Joint and Survivor Life Income
         We pay income during the lifetime of two people and continue  until the
         death of the survivor. This option includes a minimum guaranteed period
         of 10 years.
     o   Option F - Joint and Two-thirds Survivor Life Income
         We pay an income  during the lifetime of two people and  two-thirds  of
         the original amount during the remaining lifetime of the survivor.

Interest at a rate set by us, but never less than required by state law, will be
applied to calculate the above benefit payment options.

Right to Exchange Policy
During the first 24 months after the policy date (except during a grace period),
you have the right to make an irrevocable,  one-time election to transfer all of
your  Investment  Account values to the Fixed  Account.  No charge is imposed on
this transfer.

Your request must be in writing and be signed by the owner(s).  The request must
be  postmarked  or delivered  to our home office  before the end of the 24-month
period. The transfer is effective when we receive your written request.

Non-Participating Policy
The Policies do not share in any divisible surplus of the Company.

Incontestability
We will not contest the insurance  coverage  provided by the Policy,  except for
any  increases  in face  amount,  after the Policy has been in force  during the
lifetime of either  insured for a period of two years from the policy date.  Any
face amount increase has its own two-year  contestability  period that begins on
the  effective  date of the  adjustment.  In many states,  the time limit in the
incontestability period does not apply to fraudulent mistrepresentations.

Suicide
Death  proceeds are not paid if either  insured  dies by suicide,  while sane or
insane,  within two years of the policy date (or two years from the date of face
amount increase with respect to such  increase).  In the event of the suicide of
either  insured  within two years of the policy  date,  our only  liability is a
refund of premiums  paid,  without  interest,  minus any policy loans and unpaid
loan interest and partial  surrenders.  In the event of suicide within two years
of a face amount increase, our only liability with respect to that increase is a
refund of the cost of insurance for the increase.  If the suicide  occurs at the
death of the first  insured,  this  amount  will be paid to the  owner(s) of the
Policy. If the suicide occurs at the death of the surviving insured, this amount
will be paid to the beneficiary(ies).

Delay of Payments
Payment  due  to  exercise  of  your  rights  under  the  free-look   provision,
surrenders,  policy loans, death or maturity proceeds,  and transfers to or from
an Investment  Account are generally made within five days after we receive your
instructions  in a form  acceptable  to us.  This  period may be  shorter  where
required by law. However, payment of any amount upon return of the Policy, total
or partial surrender,  policy loan, death, maturity or the transfer to or from a
division of the  Separate  Account  may be  deferred  during any period when the
right to sell mutual fund shares is suspended as permitted  under  provisions of
the Investment Company Act of 1940 (as amended).

The right to sell shares may be suspended during any period when:
     o   trading on the New York Stock  Exchange is  restricted as determined by
         the SEC or when the  Exchange  is closed  for other than  weekends  and
         holidays, or
     o   an emergency  exists, as determined by the SEC, as a result of which:
          o disposal  by a  fund  of  securities  owned  by  it is  not
            reasonably practicable;
          o it is not reasonably  practicable  for a fund to fairly
            determine the value of its net assets; or
          o the SEC permits  suspension for the protection of security holders.

If payments  are delayed and your  instruction  is not  canceled by your written
instruction,  the amount of the  transaction is determined  the first  valuation
date following the expiration of the permitted  delay.  The  transaction is made
within five days thereafter.

In addition,  payments on surrenders  attributable  to a premium payment made by
check may be delayed up to 15 days.  This permits payment to be collected on the
check.

Addition, Deletion or Substitution of Investments
We reserve the right to make  certain  changes if, in our  judgement,  they best
serve your  interests  or are  appropriate  in  carrying  out the purpose of the
Policy.  Any changes are made only to the extent and in the manner  permitted by
applicable laws. Also, when required by law, we will obtain your approval of the
changes and approval from any appropriate  regulatory  authority.  Approvals may
not be required in all cases. Examples of the changes we may make include:
     o transfer  assets in any  division  to another  division  or to the Fixed
       Account;
     o add, combine or eliminate  divisions in the Separate Account; or
     o substitute the shares of an Investment Account for the Investment Account
       shares in any division:
         o    if shares of an Investment Account are no longer available for
              investment; or
         o    if in our judgement,  investment in an Investment  Account becomes
              inappropriate considering the purposes of the Separate Account.

If we  eliminate  or combine  existing  divisions  or  transfer  assets from one
division to another,  you may change  allocation  percentages  and  transfer any
value in an affected division to another Investment  Account(s) and/or the Fixed
Account  without  charge.  You may exercise  this exchange  privilege  until the
latter of 60 days after a) the effective date of the change,  or b) the date you
receive notice of the options available. You may only exercise this right if you
have an interest in the affected division(s).

OFFICERS AND DIRECTORS OF PRINCIPAL MANAGEMENT CORPORATION

The  officers and  directors of the  investment  advisor,  Principal  Management
Corporation,  are  shown  below.  This  list  includes  some of the same  people
(designated  by *),  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: Principal Financial
Group, Des Moines, Iowa 50392.

*JOHN E. ASCHENBRENNER              Director
CRAIG R. BARNES                     Vice President
*CRAIG L. BASSETT                   Treasurer
*MICHAEL J. BEER                    Executive Vice President
*MARY L. BRICKER                    Assistant Corporate Secretary
*DAVID J. DRURY                     Director
*RALPH C. EUCHER                    Director and President
*ARTHUR S. FILEAN                   Vice President
*DENNIS P. FRANCIS                  Director
*PAUL N. GERMAIN                    Vice President - Mutual Fund Operations
*ERNEST H. GILLUM                   Vice President - Compliance and Product
                                      Development
*THOMAS J. GRAF                     Director
*J. BARRY GRISWELL                  Chairman of the Board and Director
*JOYCE N. HOFFMAN                   Vice President and Corporate Secretary
*ELLEN Z. LAMALE                    Director
*JULIA M. LAWLER                    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 LIFE INSURANCE COMPANY

Principal  Life  Insurance  Company  is  managed  by a Board of  Directors.  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
PAUL FRANCIS BOGNANNO               Senior Vice President
CHARLES ROBERT DUNCAN               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
ROBB BRYAN HILL                     Senior Vice President
GREGG ROSS NARBER                   Senior Vice President and General Counsel
MARY AGNES O'KEEFE                  Senior Vice President
RICHARD LEO PREY                    Senior Vice President
ROBERT ALLEN SLEPICKA               Senior Vice President
NORMAN RAUL SORENSEN                Senior Vice President
CARL CHANSON WILLIAMS               Senior Vice President and Chief
                                      Information Officer
<TABLE>
<CAPTION>
DIRECTORS:

Name, Positions and Offices                     Principal Occupation During Last 5 Years
- ----------------------------------------------------------------------------------------
<S>                                       <C>
BETSY  JEAN BERNARD                       Executive Vice President, U.S. West since 1998. President and Chief Executive Officer,
Director                                  since 1998. President and Chief Executive Officer, AVIRNEX Communications Group
                                          since 1997. President and Chief Executive Officer,  Pacific Bell Communications  since
                                          1995.

JOCELYN CARTER-MILLER                     Corporate Vice President and Chief Marketing  Officer,  Motorola,  Inc. since 1999. Vice
                                          President, Director 1998-1999. Vice President and  General   Manager,   since  1997.
                                          Prior thereto, Vice President of Latin American and Caribbean Operations of Motorola.

DAVID JAMES DRURY                         Chairman and Chief Executive Officer, Principal Life Insurance Company since 1995.
Director                                  President and Chief Executive Officer from 1994-1995; President from 1993-1994;
Chairman of the Board                     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 Life Insurance Company since 1998. Executive Vice President
Director                                  1996-1998. Senior Vice President 1988-1996.

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

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

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

LEE LIU                                   Chairman Alliant Energy Corporation since 1998. Chairman and Chief Executive Officer, IES
Director                                  Industries,   Inc.,  1996-1998.  Prior  thereto,  Chairman,  President  and  Chief
Member, Executive and Human               Executive Officer.
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 1996. Prior thereto,
Director                                  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
Director                                  Chief Executive Officer, Transcell Technologies, Inc. 1992-1996.
Chair, Audit Committee

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

DISTRIBUTION OF THE POLICY
We intend to sell the Policies in all jurisdictions  where we are licensed.  The
Policies  will be sold by  licensed  insurance  agents  who are also  registered
representatives  of broker-dealers  registered with the SEC under the Securities
Exchange Act of 1934 who are members of the National  Association  of Securities
Dealers, Inc. (NASD).

The Policies will be distributed by the general  distributor,  Princor Financial
Services  Corporation  (Princor),  which is an affiliate  of ours.  Princor is a
securities  broker-dealer  registered with the SEC and a member of the NASD. The
Policies may also be sold through other broker-dealers authorized by Princor and
applicable law to do so. Registered  representatives of such  broker-dealers may
be paid on a different basis than described below.

For Policies sold through  Princor,  commissions  generally will be no more than
50% of premium  received in the first policy year or the first year following an
adjustment up to the planned periodic premium (not to exceed target premium). In
addition,  a  commission  of up to 3% of  premium  above the  lesser of  planned
periodic  or target  premium  received  in the first  policy year (or first year
following  an  adjustment)  may be  paid.  In the  second  through  tenth  years
following the policy date (or adjustment date),  commissions range from 0% to 2%
of premiums  received.  A service  fee of up to 2% is paid on premiums  received
after the  second  policy  year.  Expense  allowances  may be paid to agents and
brokers based on premiums received.

STATE REGULATION
The  Company  is subject  to the laws of the State of Iowa  governing  insurance
companies and to regulation by the Insurance Department of the State of Iowa. An
annual  statement  in a  prescribed  form  must be filed by March 1 in each year
covering our operations  for the preceding  year and our financial  condition on
December 31 of the prior year.  Our books and assets are subject to  examination
by the Commissioner of Insurance of the State of Iowa or her  representatives at
all times. A full examination of our operations is conducted periodically by the
National Association of Insurance  Commissioners.  Iowa law and regulations also
prescribe permissible investments,  but this does not involve supervision of the
investment management or policy of the Company.

In  addition,  we are subject to the  insurance  laws and  regulations  of other
states and  jurisdictions  where we are  licensed  to  operate.  Generally,  the
insurance  departments of these states and  jurisdictions  apply the laws of the
state of domicile in determining the field of permissible investments.

FEDERAL TAX MATTERS
The  following  description  is a general  summary of the tax  rules,  primarily
related to federal  income taxes,  which in our opinion are currently in effect.
These rules are based on laws,  regulations and interpretations that are subject
to change at any time. This summary is not  comprehensive and is not intended as
tax  advice.  While we  reserve  the  right to  change  the  Policy to assure it
continues  to qualify as life  insurance  for tax  purposes,  we cannot make any
guarantee regarding the future tax treatment of any Policy. You should consult a
qualified  tax  adviser  about the tax  implications  of taking  action  under a
Policy.

Tax Status of the Company and the Separate Account
We are  taxed as an  insurance  company  under  subchapter  L of the  Code.  The
Separate Account is not a separate taxable entity. Its operations are taken into
account by us in determining our tax liability.  All Separate Account investment
income and realized net capital gains are  reinvested  and taken into account in
determining  policy  values and are  automatically  applied to increase the book
reserves associated with the Policies.

Charges for Taxes
We impose a federal  tax charge  equal to 1.25% of premiums  received  under the
Policy to compensate us for the federal  income tax liability we incur by reason
of  receiving  those  premiums.  We believe  that this charge is  reasonable  in
relation to the increased  tax burden the Company  incurs as a result of Section
848 of the Code. 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, we review the appropriateness of charges to the Separate
Account  for  federal  income  taxes.  In the  future,  a charge may be made for
federal income taxes incurred by us and 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 be imposed for the Policy's share
of our federal income taxes attributable to the Fixed Account.

Under  current  law, we 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  attributable to state or local taxes, we reserve the right
to charge the Separate Account for the portion of taxes, if any, attributable to
the Separate Account.

Diversification Standards
The Policy should qualify as a life insurance contract as long as the underlying
investments  for the  Policy  satisfy  diversification  requirements  of Section
817(h) of the Code.

IRS Definition of Life Insurance
The  Policy should qualify as a life insurance  contract as long as it satisfies
certain tests under Section 7702 of the Code.
     o   The Policy  qualifies if it satisfies a cash value accumulation test or
         a guideline premium requirement and falls within a cash value corridor.
     o   If at any time a premium is paid which would  result in total  premiums
         exceeding  the current  maximum  premium  allowed,  we only accept that
         portion of the premium  which would make the total  premiums  equal the
         maximum.

Modified Endowment Contract Status
Section 7702A of the Code sets forth a classification of life insurance policies
known as "Modified  Endowment  Contracts."  Policy loans and partial  surrenders
from a policy that is classified as a modified endowment contract are taxable as
ordinary  income to the owner in an amount  equal to the lesser of the amount of
the  loan/partial  surrender  or the  excess of policy  value  over the  owner's
investment in the Policy.  Additionally,  taxable distributions are subject to a
federal income tax penalty of 10% unless the payment is:
     o   made after the owner attains age 59 1/2;
     o   attributable to the taxpayer becoming disabled; or
     o   part of a series of  substantially  equal  periodic  payments (made not
         less  frequently than annually) made for the life or life expectancy of
         the taxpayer.

Modified endowment contract classification may be avoided by limiting the amount
of premiums paid under the Policy.  If you  contemplate a large premium  payment
under this Policy, and you wish to avoid modified endowment contract status, you
may contact us before making the payment and we will tell you the maximum amount
which can be paid into the Policy  before it would  become a modified  endowment
contract.

Policy Surrenders and Partial Surrenders
A  surrender  or lapse of the Policy  may have  income  tax  consequences.  Upon
surrender,  the owner(s) is not taxed on the cash surrender value except for the
amount, if any, that exceeds the gross premiums paid less the untaxed portion of
any prior surrenders. The amount of any policy loan, upon surrender or lapse, is
added to the cash surrender  value and treated,  for this purpose,  as if it had
been received.  A loss incurred upon surrender is generally not deductible.  The
tax  consequences  of a surrender may differ if the proceeds are received  under
any income payment settlement option.

A total  surrender of the Policy will, and a partial  surrender may, be included
in your gross income to the extent that the distribution exceeds your investment
in the Policy.  Partial surrenders generally are not taxable unless the total of
such  surrenders  exceeds total  premiums paid to the date of partial  surrender
less the untaxed  portion of any prior partial  surrenders.  During the first 15
policy years,  an amount may be taxable prior to your tax-free  recovery of your
investment in the Policy if the partial  surrender results in or is necessitated
by a reduction in death  benefits.  A qualified tax advisor  should be consulted
regarding  the tax  consequences  of any partial  surrender  during the first 15
policy years.

The  increase  in policy  value of the Policy is not  included  in gross  income
unless  and until  there is a total  surrender  or partial  surrender  under the
Policy. A complete surrender of the Policy will, and a partial surrender may, be
included  in your  gross  income to the  extent the  distribution  exceeds  your
investment in the Policy.  Transfers between the Investment  Accounts and/or the
Fixed Account are not considered as distributions  from the Policy and would not
be considered taxable income.

Policy Loans and Loan Interest
Loans  received  under the  Policy  are  generally  recognized  as loans for tax
purposes and are not  considered to be  distributions  subject to tax.  Interest
paid to us as a result of a policy loan may or may not be  deductible  depending
on a number of  factors.  Due to the  complexity  of these  factors,  you should
consult a competent  tax  advisor as to the  deductibility  of interest  paid on
policy loans. If the Policy is a modified endowment  contract,  a policy loan is
taxable to an amount equal to the lesser of the amount of the loan or the excess
of policy value over the owner's investment in the Policy.

Corporate Alternative Minimum Tax
Ownership of a Policy by certain corporations may affect the owner's exposure to
the corporate  alternative  minimum tax. In determining whether it is subject to
alternative minimum tax, the corporate owner 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 a) the premiums paid on that Policy
in the year of death, and b) 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. The corporate alternative minimum
tax does not  apply to S  Corporations.  Such tax also  does not apply to "Small
Corporations" as defined by Section 55(c) of the Code.  Corporations  with gross
receipts of  $5,000,000  or less for their first  taxable year after 1996,  with
gross receipts not exceeding  $7,500,000 after the first taxable year, will meet
this definition.

Exchange or Assignment of Policies
A change of  policy,  or an  exchange  or  assignment  of a Policy  may have tax
consequences.  An  assignment  or exchange  may result in taxable  income to the
transferring owner. For complete  information with respect to policy assignments
and exchanges, a qualified tax advisor should be consulted.

Withholding
Withholding  is  generally  required  on  certain  taxable  distributions  under
insurance  contracts.  In the case of periodic  payments,  the withholding is at
graduated rates.  With respect to non-periodic  distributions,  withholding is a
flat rate of 10%. You may elect to have either non-periodic or periodic payments
made without  withholding except if your tax identification  number has not been
furnished to us or if the IRS has  notified us that the number you  furnished is
incorrect.

Other Tax Issues
Federal estate taxes and state and local estate, inheritance and other taxes may
become  due  depending  on  applicable  law  and  your   circumstances   or  the
circumstances  of the policy  beneficiary(ies)  if you or the insured dies.  Any
person  concerned  about the estate  implications of the Policy should consult a
competent tax advisor.

EMPLOYEE BENEFIT PLANS
The United States Supreme Court has held that optional  annuity benefits under a
qualified deferred compensation plan cannot vary on the basis of gender. Polices
are available for use in connection with employment related insurance or benefit
plans which do not vary between male and female  insured of a particular age and
underwriting  classification.  A competent  tax advisor  should be  consulted on
these matters.

LEGAL OPINIONS
Legal matters  applicable  to the issue and sale of the Policies,  including our
right to issue Policies under Iowa Insurance Law, have been passed upon by Gregg
R. Narber, Senior Vice President and General Counsel.

LEGAL PROCEEDINGS
There are no legal proceedings  pending to which the Separate Account is a party
or which would materially affect the Separate Account.

REGISTRATION STATEMENT
This prospectus omits some information  contained in the registration  statement
that we have filed with the SEC.  Statements  contained in this  prospectus  are
summaries of the contents of the Policy and other legal documents.

OTHER VARIABLE INSURANCE CONTRACTS
The Company  currently  offers other variable life contracts that participate in
the  Separate  Account.  In the future,  we may  designate  additional  group or
individual variable annuity contracts as participating in the Separate Account.

RESERVATION OF RIGHTS
The Company reserves the right to amend or terminate the special plans described
in this prospectus.  Such plans include preauthorized  premium payments,  dollar
cost averaging (DCA) and automatic portfolio  rebalancing (APR). In addition, we
reserve  the  right  to  charge  a  transfer  fee of no more  than  $25 for each
unscheduled transfer after the 12th such transfer in a policy year. You would be
notified of any such action to the extent required by law.

YEAR 2000 READINESS DISCLOSURE
Starting in early 1995, as a corporate effort,  the Company  recognized the Year
2000  could  have a  significant  impact  on our  operations.  With  the  strong
commitment  from the  Board of  Directors,  Chief  Executive  Officer  and Chief
Information Officer, we initiated a comprehensive plan to ensure our systems and
facilities would function correctly regardless of the date on the calendar.

Assessments of our computer systems were completed in 1996. We identified 35,000
programs  comprising  40 million  lines of  mainframe  code,  1,300 PC  software
packages,  and 400,000+  end-user PC applications  that could be affected by the
Year 2000.

Our  analysis  didn't stop  there.  We  requested  Year 2000  compliance  status
information  from hardware and software vendors of over 1,000 PC systems and 450
mainframe systems. New purchase agreements,  along with renewal agreements, have
included a "Year 2000" warranty clause since 1997.

In 1997, we contacted  critical service and product  suppliers such as banks and
utility  companies  regarding their Year 2000  readiness.  To further assess the
stability of our external supply chain, we conducted another survey in 1998, and
a third evaluation of our most critical suppliers will take place in 1999.

As of December 31, 1998, 100 percent of our identified  mission  critical system
renovations were completed,  tested and in production. We expect to complete the
remaining  identified  changes by June 30,  1999 (when we  receive  and  install
updated software releases from our outside vendors).

Full-scale  testing  of our  systems  began in  March  1998  using an  in-house,
isolated  testing  facility.  We include  "system date  manipulation"  and "file
aging" processes to verify a wide variety of dates before, on, and after January
1, 2000, including February 29, 2000 (leap day).

Our  objective  is to  complete  full-scale  testing of all  identified  mission
critical systems in second quarter 1999, with significant attentions to year-end
and leap-year processing.  Verification will continue through 1999, and into the
early part of 2000, to ensure no new date related  problems are introduced  into
previously tested or newly developed systems.

We believe our thorough  systems  testing process should  eliminate  significant
date related  problems that could affect our systems.  We will have staff onsite
during  critical  times to ensure a timely and accurate  response to  unforeseen
issues which may arise.

Contingency plan development  began July 1998. The methodology was documented in
November 1998. We expect initial plans to be completed by March 31, 1999.  These
plans are being developed to address  external  systems and  non-systems  events
that  could  affect  our  operations.  Many of those  scenarios  are  beyond our
control,  so we are  identifying  possible  options,  which will minimize  their
impact.  We are also  communicating  with other  entities  involved to encourage
their  Year  2000  preparedness.  We  will  re-evaluate  our  contingency  plans
throughout the Year 2000 experience.

The cost  associated  with  completing  our Year 2000 readiness for the business
unit of the  Company  which  issues  the Policy is  estimated  to be $1.3 - $1.6
million.

Additional   corporate  Y2K   information   can  be  found  on  our  website  at
www.principal.com/general/faqy2k.htm

CUSTOMER INQUIRIES
Your questions  should be directed to:  Survivorship  Flexible  Premium Variable
Universal  Life,  Principal  Financial  Group,  P.O. Box 9296, Des Moines,  Iowa
50306-9296, 1-800-247-9988.

INDEPENDENT AUDITORS
The financial  statements of the Principal Life Insurance  Company Variable Life
Separate  Account and the financial  statements of the Principal  Life Insurance
Company are included in this  prospectus.  Those statements have been audited by
Ernst & Young LLP,  independent  auditors,  801 Grand Avenue,  Des Moines,  Iowa
50309, for the periods indicated in their reports.

FINANCIAL STATEMENTS
The consolidated  financial statements of Principal Life Insurance Company which
are included in this  prospectus  should be considered only as it relates to our
ability  to meet  our  obligations  under  the  Policy.  They do not  relate  to
investment performance of the assets held in the Separate Account.

<PAGE>



                        Principal Life Insurance Company
                         Variable Life Separate Account

                             Statement of Net Assets

                                 March 31, 1999
                                  (Unaudited)
<TABLE>
<CAPTION>
<S>                                                                                       <C>
Assets
Investments:
  Aggressive Growth Division:
    Aggressive Growth Account - 928,944 shares at net asset value
       of $19.62 per share (cost - $16,244,889)                                           $  18,225,872
  Asset Allocation Division:
    Asset Allocation Account - 157,677 shares at net asset value of
       $12.61 per share (cost - $1,954,775)                                                   1,988,302
  Balanced Division:
    Balanced Account - 662,723 shares at net asset value of $16.00 per share
       (cost - $10,603,567)                                                                  10,603,567
  Bond Division:
    Bond Account - 413,399 shares at net asset value of $11.95 per share
       (cost - $4,945,835)                                                                    4,940,117
  Capital Value Division:
    Capital Value Account - 715,996 shares at net asset value of $36.94 per share
       (cost - $24,693,117)                                                                  26,448,903
  Fidelity Contrafund Division:
    Fidelity Variable Insurance Products Fund II: Contrafund Portfolio. -
       445,126 shares at net asset value of $24.74 per share (cost - $9,546,721)             11,012,413
  Fidelity Equity Income Division:
    Fidelity Variable Insurance Products Fund: Equity Income Portfolio -
      256,497 shares at net asset value of $24.68 per share (cost - $6,174,291)               6,330,337
  Fidelity High Income Division:
    Fidelity VIP High Income Portfolio -
       117,147 shares at net asset value of $10.99 per share (cost - $1,398,588)              1,287,442
  Government Securities Division:
    Government Securities Account - 340,330 shares at net asset value
      of $11.00 per share (cost - $3,755,569)                                                 3,743,632
  Growth Division:
    Growth Account - 286,166 shares at net asset value of $21.18 per share
        (cost - $5,414,051)                                                                   6,060,991
  High Yield Division:
    Principal High Yield Account - 269,048 shares at net asset value of
       $8.07 per share (cost - $2,398,438)                                                    2,171,221
  International Division:
    International Account - 606,471 shares at net asset value of $14.56 per share
       (cost - $8,980,051)                                                                    8,830,215
  International SmallCap Division:
    International SmallCap Account - 44,051 shares at net asset value of
       $9.69 per share (cost - $385,595)                                                        426,853
  MicroCap Division:
    MicroCap Account - 24,019 shares at net asset value of $7.22 per share
        (cost - $192,612)                                                                       173,418
  MidCap Division:
    MidCap Account - 790,325 shares at net asset value of $32.38 per share
        (cost - $25,015,116)                                                                 25,590,708
  MidCap Growth Division:
    MidCap Growth Account - 46,072 shares at net asset value of $9.03 per share
        (cost - $413,592)                                                                       416,029
  Money Market Division:
    Money Market Account - 7,803,066 shares at net asset value (cost) of
       $1.00 per share                                                                        7,803,066
  Putnam Global Asset Allocation Division:
    Putnam VT Global Asset Allocation Fund - 10,146 shares at net asset value of
      $17.77 per share (cost - $186,255)                                                        180,288
  Putnam Vista Division:
    Putnam VT Vista Fund - 13,626 shares at net asset value of $15.44 per share
        (cost - $181,239)                                                                       210,384
  Putnam Voyager Division:
    Putnam VT Voyager Fund - 42,833 shares at net asset value of $44.40 per share
       (cost - $1,876,627)                                                                    1,901,763
  Real Estate Division:
    Real Estate Account - 4,179 shares at net asset value of $8.44 per share
        (cost - $37,821)                                                                         35,270
  SmallCap Division:
    SmallCap Account - 39,095 shares at net asset value of $7.70 per share
        (cost - $306,313)                                                                       301,030
  SmallCap Growth Division:
    SmallCap Growth Account - 31,327 shares at net asset value of $10.54 per share
        (cost - $287,364)                                                                       330.187
  SmallCap Value Division:
    SmallCap Value Account - 25,508 shares at net asset value of $7.90 per share
        (cost - $204,957)                                                                       201,515
  Utilities Division:
    Utilities Account - 11,684 shares at net asset value of $10.25 per share
        (cost - $122,746)                                                                       119,757
                                                                                           ------------

Net assets                                                                                 $139,333,280

</TABLE>



<TABLE>
<CAPTION>
                                                                                Unit
                                                                   Units        Value

<S>                                                             <C>             <C>             <C>
Net assets are represented by:
   Aggressive Growth Division - PrinFlex Life                   1,150,653       $15.84          $  18,225,872

   Asset Allocation Division - PrinFlex Life                      153,592        12.95              1,988,302

   Balanced Division:
     Flex Variable Life                                           130,732        29.42              3,845,613
     PrinFlex Life                                                525,865        12.85              6,757,954
                                                                                                   10,603,567

   Bond Division:
     Flex Variable Life                                            75,789        23.75              1,799,860
     PrinFlex Life                                                267,034        11.76              3,140,257
                                                                                                    4,940,117

   Capital Value Division:
     Flex Variable Life                                           237,612        38.07              9,046,320
     PrinFlex Life                                              1,216,663        14.30             17,402,583
                                                                                                   26,448,903

   Fidelity Contrafund Division - PrinFlex Life                   663,200        16.60             11,012,413

   Fidelity Equity Income Division - PrinFlex Life                453,082        13.97              6,330,337

   Fidelity High Income Division - PrinFlex Life                  111,169        11.58              1,287,442

   Government Securities Division - PrinFlex Life                 316,383        11.83              3,743,632

   Growth Division - PrinFlex Life                                395,649        15.32              6,060,991

   High Yield Division - Flex Variable Life                       101,528        21.39              2,171,221

   International Division - PrinFlex Life                         720,495        12.26              8,830,215

   International SmallCap Division - PrinFlex Life                 43,791         9.75                426,853

   MicroCap Division - PrinFlex Life                               24,006         7.22                173,418

   MidCap Division:
     Flex Variable Life                                           279,936       $39.46             11,046,584
     PrinFlex Life                                              1,211,036        12.01             14,544,124
                                                                                                   25,590,708

   MidCap Growth Division - PrinFlex Life                          45,795         9.08                416,029

   Money Market Division:
     Flex Variable Life                                            20,683        16.55                342,214
     PrinFlex Life                                                669,512        11.14              7,460,852
                                                                                                    7,803,066

   Putnam Global Asset Allocation Division -
     PrinFlex Life                                                 17,287        10.43                180,288

   Putnam Vista Division - PrinFlex Life                           19,104        11.01                210,384

   Putnam Voyager Division - PrinFlex Life                        165,278        11.51              1,901,763

   Real Estate Division - PrinFlex Life                             4,035         8.74                 35,270

   SmallCap Division - PrinFlex Life                               40,148         7.50                301,030

   SmallCap Growth Division - PrinFlex Life                        30,825        10.71                330,187

   SmallCap Value Division - PrinFlex Life                         24,989         8.06                201,515

   Utilities Division - PrinFlex Life                              11,046        10.84                119,757

Net assets                                                                                       $139,333,280


</TABLE>



                        Principal Life Insurance Company
                         Variable Life Separate Account

                            Statements of Operations

                          Quarter ended March 31, 1999
                                  (Unaudited)
<TABLE>
<CAPTION>
                                                                                             Aggressive
                                                                                               Growth
                                                                                Combined    Division (1)

<S>                                                                             <C>             <C>
Investment income (loss)
Income:
     Dividends                                                                  $  351,039      $       0
     Capital gains distributions                                                 1,830,381         60,628

Total Income                                                                     2,181,420         60,628

   Expenses :
     Mortality and expense risks                                                   280,178         35,164

Net investment income (loss)                                                     1,901,242         25,464

Realized and unrealized gains (losses) on investments
Net realized gains (losses)                                                         69,348         13,954
Change in net unrealized appreciation/depreciation of investments                (726,810)      1,089,114

Net increase (decrease) in net assets resulting from operations                  1,243,780      1,128,532

<FN>
(1)  Commenced operations February 1, 1997.
(2)  Commenced operations May 1, 1998.
</FN>
</TABLE>


<TABLE>
<CAPTION>
                                                                    Asset                                              Capital
                                                                 Allocation        Balanced             Bond            Value
                                                                  Division(1)      Division           Division        Division
<S>                                                                 <C>            <C>              <C>              <C>
Investment income (loss)
Income:
     Dividends                                                      $     0        $    5,169       $    4,689       $     8,643
     Capital gains distributions                                      8,524            86,680                0           289,344

Total Income                                                          8,524            91,849            4,689           297,987

   Expenses :
     Mortality and expense risks                                      4,127            21,604            9,314            50,286
Net investment income (loss)                                          4,397            70,245          (4,625)           247,701
Realized and unrealized gains (losses) on investments
Net realized gains (losses)                                             255             1,949            1,486            21,527
Change in net unrealized appreciation/depreciation of investments    47,347         (155,464)         (32,172)           166,861
Net increase (decrease) in net assets resulting from operations      51,999          (83,270)         (35,311)           102,367

<FN>
(1)  Commenced operations February 1, 1997.
(2)  Commenced operations May 1, 1998.
</FN>
</TABLE>



<TABLE>
<CAPTION>
                                                                    Fidelity       Fidelity Equity    Fidelity High
                                                                   Contrafund          Income            Income
                                                                   Division(1)       Division (1)      Division (1)
<S>                                                                 <C>                <C>               <C>
Investment income (loss)
Income:
     Dividends                                                      $   45,256         $  81,671         $107,614
     Capital gains distributions                                       331,881           180,535            4,023

Total Income                                                           377,137           262,206          111,637

   Expenses :
     Mortality and expense risks                                        19,959            12,621            2,983
Net investment income (loss)                                           357,178           249,585          108,654
Realized and unrealized gains (losses) on investments
Net realized gains (losses)                                              8,917             5,230          (2,764)
Change in net unrealized appreciation/depreciation of investments      110,430         (135,792)         (50,712)
Net increase (decrease) in net assets resulting from operations        476,525           119,023           55,178

<FN>
(1)  Commenced operations February 1, 1997.
(2)  Commenced operations May 1, 1998.
</FN>
</TABLE>


<TABLE>
<CAPTION>
                                                                               Government
                                                                               Securities      Growth
                                                                              Division (1)  Division (1)


Investment income (loss)
Income:
<S>                                                                              <C>              <C>
     Dividends                                                                   $   3,682$             0
     Capital gains distributions                                                         0         26,610

Total Income                                                                         3,682         26,610

   Expenses :
     Mortality and expense risks                                                     7,589         11,921

Net investment income (loss)                                                       (3,907)         14,689

Realized and unrealized gains (losses) on investments
Net realized gains (losses)                                                           (55)         14,836
Change in net unrealized appreciation/depreciation of investments                  (2,417)        178,931

Net increase (decrease) in net assets resulting from operations                    (6,379)        208,456



<FN>
(1)   Commenced operations February 1, 1997.
(2)   Commenced operations May 1, 1998.
</FN>
</TABLE>



<TABLE>
<CAPTION>
                                                                    High                           International
                                                                    Yield        International       SmallCap         MicroCap
                                                                  Division       Division (1)      Division (2)     Division (2)

<S>                                                                 <C>         <C>                <C>             <C>
Investment income (loss)
Income:
     Dividends                                                      $     0     $           0      $         0     $           0
     Capital gains distributions                                          0           110,587                0                 0
Total Income                                                              0           110,587                0                 0

   Expenses :
     Mortality and expense risks                                      4,103            19,308              835               405

Net investment income (loss)                                        (4,103)            91,279            (835)             (405)

Realized and unrealized gains (losses) on investments
Net realized gains (losses)                                        (14,781)             (908)               73                 1
Change in net unrealized appreciation/depreciation of investments    17,083            23,891           26,246          (20,287)
Net increase (decrease) in net assets resulting from operations     (1,801)           114,262           25,484          (20,691)

<FN>
(1)   Commenced operations February 1, 1997.
(2)   Commenced operations May 1, 1998.
</FN>
</TABLE>



<TABLE>
<CAPTION>
                                                                                       MidCap             Money
                                                                      MidCap           Growth            Market
                                                                     Division       Division (2)        Division


Investment income (loss)
Income:
<S>                                                                <C>           <C>                      <C>
     Dividends                                                      $        0   $             0          $88,937
     Capital gains distributions                                       558,418                 0                0
Total Income                                                           558,418                 0           88,937

   Expenses :
     Mortality and expense risks                                        54,651               724           19,100

Net investment income (loss)                                           503,767             (724)           69,837

Realized and unrealized gains (losses) on investments
Net realized gains (losses)                                              6,477             6,354                -
Change in net unrealized appreciation/depreciation of investments  (1,525,426)          (25,572)                -
Net increase (decrease) in net assets resulting from operations    (1,015,182)          (19,942)           69,837

<FN>
(1)   Commenced operations February 1, 1997.
(2)   Commenced operations May 1, 1998.
</FN>
</TABLE>

<TABLE>
<CAPTION>
                                                                              Putnam Global            Putnam
                                                                            Asset Allocation            Vista
                                                                              Division (2)          Division (2)

<S>                                                                              <C>             <C>
Investment income (loss)
Income:
     Dividends                                                                   $   3,412       $     --
     Capital gains distributions                                                     9,669             --

Total Income                                                                        13,081              --

   Expenses :
     Mortality and expense risks                                                       251            354

Net investment income (loss)                                                        12,830          (354)

Realized and unrealized gains (losses) on investments
Net realized gains (losses)                                                             94            377
Change in net unrealized appreciation/depreciation of investments                 (10,281)          8,408

Net increase (decrease) in net assets resulting from operations                      2,643          8,431


<FN>
(2) Commenced operations May 1, 1998.
</FN>
</TABLE>



<TABLE>
<CAPTION>
                                                                                Putnam
                                                                                Voyager         Real Estate       SmallCap
                                                                               Division (2)      Division (2)     Division (2)

<S>                                                                           <C>                <C>            <C>
Investment income (loss)
Income:
     Dividends                                                                $    1,764         $     146      $         10
     Capital gains distributions                                                 163,482                --                --
Total Income                                                                     165,246               146                10

   Expenses :
     Mortality and expense risks                                                   3,001                73               638
Net investment income (loss)                                                     162,245                73             (628)

Realized and unrealized gains (losses) on investments
Net realized gains (losses)                                                        5,800             (190)                 1
Change in net unrealized appreciation/depreciation of investments               (80,465)           (2,231)          (17,250)
Net increase (decrease) in net assets resulting from operations                   87,580           (2,348)          (17,877)

<FN>
(2) Commenced operations May 1, 1998.
</FN>
</TABLE>


<TABLE>
<CAPTION>
                                                                            SmallCap         SmallCap
                                                                             Growth            Value           Utilities
                                                                            Division (2)     Division (2)      Division (2)

<S>                                                                          <C>             <C>              <C>
Investment income (loss)
Income:
     Dividends                                                               $     --        $       46       $       --
     Capital gains distributions                                                   --                --               --
Total Income                                                                       --                46               --

   Expenses :
     Mortality and expense risks                                                  570               401              196
Net investment income (loss)                                                    (570)             (355)            (196)

Realized and unrealized gains (losses) on investments
Net realized gains (losses)                                                       947             (233)                1
Change in net unrealized appreciation/depreciation of investments              10,853           (8,858)          (5,325)
Net increase (decrease) in net assets resulting from operations                11,230           (9,446)          (5,520)

<FN>
(2) Commenced operations May 1, 1998.
</FN>
</TABLE>




                        Principal Life Insurance Company
                         Variable Life Separate Account

                       Statements of Changes in Net Assets
                                   (Unaudited)

                        Three Months ended March 31, 1999





<TABLE>
<CAPTION>
                                                                                                     Aggressive
                                                                                                       Growth
                                                                                  Combined           Division (1)


<S>                                                                              <C>                 <C>
Net Assets at January 1, 1999                                                     121,091,275         14,244,041

Increase (decrease) in Net Assets from Operations:
    Net investment income                                                           1,901,242             25,464
     Net realized gains (losses) on investments                                        69,348             13,954
     Change in net unrealized appr/depr                                             (726,810)          1,089,114

  Net Increase resulting from Operations                                            1,243,780          1,128,532

   Policy related transactions:
     Net premium payments, less sales charges
       and applicable premium taxes                                                36,779,230          4,099,620
     Contract terminations and surrenders                                           (979,949)           (70,313)
     Death benefit payments                                                           (2,398)              (435)
     Policy loan transfers                                                          (775,937)          (157,231)
     Transfers to other contracts                                                (13,906,566)          (420,856)
     Cost of insurance and administration charges - FVLI                            (540,596)                  -
     Cost of insurance and administration charges - PrinFlex                      (3,353,777)          (554,800)
    Surrender charges - FVLI                                                         (13,727)                  -
    Surrender charges - PrinFlex                                                    (208,055)           (42,686)

  Net Increase from Policy Related Transactions                                    16,998,225          2,853,299


Total Increase                                                                     18,242,005          3,981,831

Net Assets at March 31, 1999                                                     $139,333,280        $18,225,872


<FN>
(1)   Commenced operations February 1, 1997.
(2)   Commenced operations May 1, 1998.
</FN>
</TABLE>




<TABLE>
<CAPTION>
                                                                    Asset                                              Capital
                                                                  Allocation        Balanced            Bond             Value
                                                                 Division (1)       Division          Division         Division


<S>                                                               <C>               <C>              <C>              <C>
Net Assets at January 1, 1999                                     $1,592,829        $9,879,189       $3,953,245       $22,971,942

Increase (decrease) in Net Assets from Operations:
    Net investment income                                              4,397            70,245          (4,625)           247,701
     Net realized gains (losses) on investments                          255             1,949            1,486            21,527
     Change in net unrealized appr/depr                               47,347         (155,464)         (32,172)         (166,861)
  Net Increase resulting from Operations                              51,999          (83,270)         (35,311)          102,367

   Policy related transactions:
     Net premium payments, less sales charges
       and applicable premium taxes                                  486,553         2,026,750        1,745,809         4,976,888
     Contract terminations and surrenders                            (7,047)          (74,077)        (223,467)         (144,185)
     Death benefit payments                                                -                 -                -             (438)
     Policy loan transfers                                           (6,828)          (53,919)         (12,483)          (61,354)
     Transfers to other contracts                                   (70,088)         (830,037)        (330,754)         (810,215)
     Cost of insurance and administration charges - FVLI                   -          (62,284)         (56,396)         (133,441)
     Cost of insurance and administration charges - PrinFlex        (54,838)         (183,260)         (87,471)         (426,231)
    Surrender charges - FVLI                                               -           (1,083)          (4,511)           (2,248)
    Surrender charges - PrinFlex                                     (4,278)          (14,442)          (8,544)          (24,182)

  Net Increase from Policy Related Transactions                      343,474           807,648        1,022,183         3,374,594


Total Increase                                                       395,473           724,378          986,872         3,476,961

Net Assets at March 31, 1999                                       1,988,302        10,603,567        4,940,117        26,448,903


<FN>
(1)   Commenced operations February 1, 1997.
(2)   Commenced operations May 1, 1998.
</FN>
</TABLE>


<TABLE>
<CAPTION>
                                                                    Fidelity         Fidelity        Fidelity High
                                                                    Contrafund      Equity Income        Income
                                                                   Division (1)     Division (1)      Division (1)


<S>                                                                 <C>               <C>             <C>
Net Assets at January 1, 1999                                       $8,023,001        $4,905,541      $1 ,064,791

Increase (decrease) in Net Assets from Operations:
    Net investment income                                              357,178           249,585          108,654
     Net realized gains (losses) on investments                          8,917             5,230          (2,764)
     Change in net unrealized appr/depr                                110,430         (135,792)         (50,712)
  Net Increase resulting from Operations                               476,525           119,023           55,178

   Policy related transactions:
     Net premium payments, less sales charges
       and applicable premium taxes                                  3,150,857         1,739,543          247,859
     Contract terminations and surrenders                             (40,280)          (19,580)          (6,434)
     Death benefit payments                                              (438)             (221)             (36)
     Policy loan transfers                                            (66,697)         (107,033)          (6,603)
     Transfers to other contracts                                    (209,067)         (108,295)         (28,293)
     Cost of insurance and administration charges - FVLI                     -                 -                -
     Cost of insurance and administration charges - PrinFlex         (297,035)         (186,754)         (35,114)
    Surrender charges - FVLI                                                 -                 -                -
    Surrender charges - PrinFlex                                      (24,453)          (11,887)          (3,906)

  Net Increase from Policy Related Transactions                      2,512,887         1,305,773          167,473


Total Increase                                                       2,989,412         1,424,796          222,651

Net Assets at March 31, 1999                                        11,012,413         6,330,337        1,287,442


<FN>
(1)   Commenced operations February 1, 1997.
(2)   Commenced operations May 1, 1998.
</FN>
</TABLE>


<TABLE>
<CAPTION>
                                                                                 Government
                                                                                 Securities            Growth
                                                                                 Division (1)        Division (1)


<S>                   <C>                                                       <C>                  <C>
Net assets at January 1, 1999                                                   $ 3,266,712          $4,760,835

Increase (decrease) in net assets
Operations:
  Net investment income (loss)                                                      (3,907)              14,689
  Net realized gains (losses) on investments                                           (55)              14,836
  Change in net unrealized appreciation/depreciation of investments                 (2,417)             178,931

Net increase (decrease) in net assets resulting from operations                     (6,379)             208,456

Policy related transactions:
  Net premium payments, less sales charges and applicable premium
    taxes                                                                           551,540           1,676,324
  Contract terminations and surrenders                                              (1,834)            (17,706)
  Death benefit payments                                                               (90)                (80)
  Policy loan transfers                                                               (333)            (27,017)
  Transfers to other contracts                                                     (16,249)           (329,319)
  Cost of insurance and administration charges - FVLI                                     -                   -
  Cost of insurance and administration charges - PrinFlex                          (48,622)           (199,753)
  Surrender charges - FVLI                                                                -                   -
Surrender charges - PrinFlex                                                        (1,113)            (10,749)

Increase in net assets from policy related transactions                             483,299           1,091,700

Total increase                                                                      476,920           1,300,156

Net assets at March 31, 1999                                                     $3,743,632          $6,060,991


<FN>
(1)   Commenced operations February 1, 1997.
(2)   Commenced operations May 1, 1998.
</FN>
</TABLE>



<TABLE>
<CAPTION>
                                                                    International                                          MidCap
                                                                     High Yield      International       SmallCap         MicroCap
                                                                       Division       Division (1)      Division (2)     Division(2)


<S>                   <C>                                             <C>               <C>                <C>              <C>
Net assets at January 1, 1999                                         $2,269,099        $7,800,249         $316,190         $149,378

Increase (decrease) in net assets
Operations:
  Net investment income (loss)                                           (4,103)            91,279            (835)            (405)
  Net realized gains (losses) on investments                            (14,781)             (908)               73                1
  Change in net unrealized appreciation/depreciation of investments       17,083            23,891           26,246         (20,287)

Net increase (decrease) in net assets resulting from operations          (1,801)           114,262           25,484         (20,691)

Policy related transactions:
  Net premium payments, less sales charges and applicable premium
    taxes                                                                 40,019         1,649,289          106,701           53,824
  Contract terminations and surrenders                                  (73,436)          (27,910)            (190)              (3)
  Death benefit payments                                                       -             (403)                -                -
  Policy loan transfers                                                 (10,012)          (66,245)          (1,404)          (1,003)
  Transfers to other contracts                                          (19,323)         (385,729)          (5,152)          (1,184)
  Cost of insurance and administration charges - FVLI                   (31,743)                 -                -                -
  Cost of insurance and administration charges - PrinFlex                      -         (236,354)         (14,661)          (6,901)
  Surrender charges - FVLI                                               (1,582)                 -                -                -
Surrender charges - PrinFlex                                                   -          (16,944)            (115)              (2)

Increase in net assets from policy related transactions
                                                                        (96,077)           915,704           85,179           44,731
Total increase
                                                                        (97,878)         1,029,966          110,663           24,040
Net assets at March 31, 1999                                           2,171,221         8,830,215          426,853          173,418

<FN>
(1)   Commenced operations February 1, 1997.
(2)   Commenced operations May 1, 1998.
</FN>
</TABLE>


<TABLE>
<CAPTION>
                                                                                 Money
                                                                                MidCap           Growth            Market
                                                                                Division       Division (2)        Division


<S>                   <C>                                                     <C>                  <C>            <C>
Net assets at January 1, 1999                                                 $25,463,610          $315,903       $8,335,116

Increase (decrease) in net assets
Operations:
  Net investment income (loss)                                                    503,767             (724)           69,837
  Net realized gains (losses) on investments                                        6,477             6,354                -
  Change in net unrealized appreciation/depreciation of investments           (1,525,426)          (25,572)                -

Net increase (decrease) in net assets resulting from operations               (1,015,182)          (19,942)           69,837

Policy related transactions:
  Net premium payments, less sales charges and applicable premium
    taxes                                                                       3,403,208           222,561        8,945,058
  Contract terminations and surrenders                                          (259,829)              (33)         (12,572)
  Death benefit payments                                                            (226)                 -             (31)
  Policy loan transfers                                                         (183,785)             (624)               75
  Transfers to other contracts                                                (1,105,900)          (85,611)      (9,056,166)
  Cost of insurance and administration charges - FVLI                           (246,050)                 -         (10,682)
  Cost of insurance and administration charges - PrinFlex                       (424,236)          (16,205)        (460,074)
  Surrender charges - FVLI                                                        (4,298)                 -              (5)
Surrender charges - PrinFlex                                                     (36,604)              (20)          (7,490)

Increase in net assets from policy related transactions
                                                                                1,142,280           120,068        (601,887)
Total increase
                                                                                  127,098           100,126        (532,050)
Net assets at March 31, 1999                                                   25,590,708           416,029        7,803,066

<FN>
(1)   Commenced operations February 1, 1997.
(2)   Commenced operations May 1, 1998.
</FN>
</TABLE>


<TABLE>
<CAPTION>
                                                                                Putnam Global          Putnam
                                                                              Asset Allocation          Vista
                                                                                Division (2)         Division (2)


<S>                                                                                  <C>                <C>
Net assets at January 1, 1999                                                         $75,231$           123,051

Increase (decrease) in net assets
Operations:
  Net investment income (loss)                                                         12,830              (354)
  Net realized gains (losses) on investments                                               94                377
  Change in net unrealized appreciation/depreciation of investments                  (10,281)              8,408

Net increase (decrease) in net assets resulting from operations                         2,643              8,431

Policy related transactions:
  Net premium payments, less sales charges and applicable premium
    taxes                                                                             108,990             86,129
  Contract terminations and surrenders                                                   (51)              (129)
  Death benefit payments                                                                   --                 --
  Policy loan transfers                                                                    --                 --
  Transfers to other contracts                                                          (646)              (410)
  Cost of insurance and administration charges - FVLI                                      --                 --
  Cost of insurance and administration charges - PrinFlex                             (5,848)            (6,609)
  Surrender charges - FVLI                                                                 --                 --
  Surrender charges - PrinFlex                                                           (31)               (79)

Increase in net assets from policy related transactions                               102,414             78,902

Total increase                                                                        105,057             87,333

Net assets at March 31, 1999                                                         $180,288           $210,384


<FN>
(2) Commenced operations May 1, 1998.
</FN>
</TABLE>


<TABLE>
<CAPTION>
                                                                                 Putnam
                                                                                 Voyager        Real Estate        SmallCap
                                                                                 Division(2)     Division (2)      Division (2)


<S>                                                                              <C>                 <C>              <C>
Net assets at January 1, 1999                                                     $899,548           $31,709          $250,636

Increase (decrease) in net assets
Operations:
  Net investment income (loss)                                                     162,245                73             (628)
  Net realized gains (losses) on investments                                         5,800             (190)                 1
  Change in net unrealized appreciation/depreciation of investments               (80,465)           (2,231)          (17,250)

Net increase (decrease) in net assets resulting from operations                     87,580           (2,348)          (17,877)

Policy related transactions:
  Net premium payments, less sales charges and applicable premium
    taxes                                                                        1,074,228            10,214            79,420
  Contract terminations and surrenders                                               (577)                --              (49)
  Death benefit payments                                                               --                 --                --
  Policy loan transfers                                                           (12,731)                --                --
  Transfers to other contracts                                                    (74,490)           (2,420)           (1,545)
  Cost of insurance and administration charges - FVLI                                  --                 --                --
  Cost of insurance and administration charges - PrinFlex                         (71,445)           (1,885)           (9,525)
  Surrender charges - FVLI                                                             --                 --                --
  Surrender charges - PrinFlex                                                       (350)                --              (30)

Increase in net assets from policy related transactions                            914,635             5,909            68,271

Total increase                                                                   1,002,215             3,561            50,394

Net assets at March 31, 1999                                                     1,901,763            35,270           301,030


<FN>
(2) Commenced operations May 1, 1998.
</FN>
</TABLE>


<TABLE>
<CAPTION>
                                                                                 Small Cap
                                                                                  Growth       SmallCap Value       Utilities
                                                                                 Division (2)     Division (2)      Division (2)


<S>                                                                                <C>               <C>               <C>
Net assets at January 1, 1999                                                      $209,695          $144,138          $45,596

Increase (decrease) in net assets
Operations:
  Net investment income (loss)                                                        (570)             (355)            (196)
  Net realized gains (losses) on investments                                            947             (233)                1
  Change in net unrealized appreciation/depreciation of investments                  10,853           (8,858)          (5,325)

Net increase (decrease) in net assets resulting from operations                      11,230           (9,446)          (5,520)

Policy related transactions:
  Net premium payments, less sales charges and applicable premium
    taxes                                                                           129,739            82,011           86,096
  Contract terminations and surrenders                                                (174)              (68)              (5)
  Death benefit payments                                                                 --                --               --
  Policy loan transfers                                                                  --             (376)            (334)
  Transfers to other contracts                                                      (8,352)           (5,773)            (692)
  Cost of insurance and administration charges - FVLI                                    --                --               --
  Cost of insurance and administration charges - PrinFlex                          (11,845)           (8,930)          (5,381)
  Surrender charges - FVLI                                                               --                --               --
  Surrender charges - PrinFlex                                                        (106)              (41)              (3)

Increase in net assets from policy related transactions                             109,262            66,823           79,681

Total increase                                                                      120,492            57,377           74,161

Net assets at March 31, 1999                                                        330,187           201,515          119,757


<FN>
(2) Commenced operations May 1, 1998.
</FN>
</TABLE>


<TABLE>
<CAPTION>
                                                                                                     Aggressive
                                                                                                       Growth
                                                                                  Combined           Division (1)


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

Increase (Decrease) in Net Assets from Operations
     Net investment income                                                          2,719,814           406,348
     Net realized gains (losses) on investments                                     1,992,490             2,207
     Change in net unrealized appr/depr                                             2,414,102          (55,253)


   Net Increase resulting from Operations                                           7,126,406           353,302

   Policy related transactions:
     Net premium payments, less sales charges
       and applicable premium taxes                                                51,193,569         3,869,959
     Contract terminations and surrenders                                        (10,340,289)           (5,409)
     Death benefit payments                                                          (35,772)                 -
     Policy loan transfers                                                          (990,280)          (12,314)
     Transfers to other contracts                                                (14,297,011)          (56,802)
     Cost of insurance and administration charges - FVLI                          (3,109,420)                 -
     Cost of insurance and administration charges - PrinFlex                      (1,616,662)         (225,959)
     Surrender charges - FVLI                                                       (159,292)                 -
     Surrender charges - PrinFlex                                                    (21,591)           (7,322)


  Net Increase from Policy Related Transactions                                    20,623,252         3,562,153


Total Increase                                                                     27,749,658         3,915,455


Net Assets at December 31, 1997                                                    57,094,676         3,915,455


Net Assets at January 1, 1998                                                      57,094,676         3,915,455

Increase (Decrease) in Net Assets from Operations:
     Net investment income                                                          4,736,458           527,171
     Net realized gains (losses) on investments                                     1,677,429            11,214
     Change in net unrealized appr/depr                                             1,393,782           947,122


  Net Increase resulting from Operations                                            7,807,669         1,485,507

   Policy related transactions:
     Net premium payments, less sales charges
       and applicable premium taxes                                               120,735,689        11,625,624
     Contract terminations and surrenders                                         (9,524,969)         (103,562)
     Death benefit payments                                                          (30,033)           (2,799)
     Policy loan transfers                                                        (1,569,958)         (179,094)
     Transfers to other contracts                                                (42,264,927)       (1,075,297)
     Cost of insurance and administration charges - FVLI                          (2,435,806)                 -
     Cost of insurance and administration charges - PrinFlex                      (8,262,928)       (1,364,250)
     Surrender charges - FVLI                                                       (141,701)                 -
     Surrender charges - PrinFlex                                                   (316,437)          (57,543)


  Net Increase from Policy Related Transactions                                    56,188,930         8,843,079


Total Increase                                                                     63,996,599        10,328,586


Net Assets at December 31, 1998                                                   121,091,275        14,244,041



<FN>
(1)   Commenced operations February 1, 1997.
(2)   Commenced operations May 1, 1998.
</FN>
</TABLE>



<TABLE>
<CAPTION>
                                                                      Asset                                              Capital
                                                                   Allocation        Balanced            Bond             Value
                                                                  Division (1)       Division          Division         Division



<S>                                                              <C>                 <C>              <C>              <C>
Net Assets at January 1, 1997                                    $           -        $4,344,657       $1,642,800       $ 7,021,808

Increase (Decrease) in Net Assets from Operations
     Net investment income                                              52,311           457,569          121,465           936,861
     Net realized gains (losses) on investments                            549           236,637           18,598           342,684
     Change in net unrealized appr/depr                               (23,876)           104,396           55,567           895,157


   Net Increase resulting from Operations                               28,984           798,602          195,630         2,174,702

   Policy related transactions:
     Net premium payments, less sales charges
       and applicable premium taxes                                    562,968         3,035,179        1,595,001         6,782,066
     Contract terminations and surrenders                                 (15)       (1,398,821)        (414,701)       (2,651,564)
     Death benefit payments                                                  -                 -                -           (8,829)
     Policy loan transfers                                             (6,314)         (145,315)         (55,770)         (183,175)
     Transfers to other contracts                                        (690)         (454,671)        (434,583)         (441,824)
     Cost of insurance and administration charges - FVLI                     -         (388,567)        (226,908)         (665,476)
     Cost of insurance and administration charges - PrinFlex          (23,132)          (62,018)         (23,890)         (162,319)
     Surrender charges - FVLI                                                -          (21,577)          (6,394)          (40,893)
     Surrender charges - PrinFlex                                         (20)             (441)            (338)           (1,555)


  Net Increase from Policy Related Transactions                        532,797           563,769          432,417         2,626,431


Total Increase                                                         561,781         1,362,371          628,047         4,801,133


Net Assets at December 31, 1997                                        561,781         5,707,028        2,270,847        11,822,941


Net Assets at January 1, 1998                                          561,781         5,707,028        2,270,847        11,822,941

Increase (Decrease) in Net Assets from Operations:
     Net investment income                                              67,483           513,365          178,007         1,009,903
     Net realized gains (losses) on investments                        (1,770)           161,523           33,502           281,654
     Change in net unrealized appr/depr                                 10,057           118,060         (19,725)           461,091


  Net Increase resulting from Operations                                75,770           792,948          191,784         1,752,648

   Policy related transactions:
     Net premium payments, less sales charges
       and applicable premium taxes                                  1,591,693         7,040,409        3,302,871        16,284,235
     Contract terminations and surrenders                              (4,085)       (1,368,274)        (302,397)       (2,480,693)
     Death benefit payments                                                  -             (517)          (1,856)           (6,646)
     Policy loan transfers                                            (10,991)         (244,822)         (81,085)         (170,516)
     Transfers to other contracts                                    (480,701)       (1,287,295)      (1,034,053)       (2,543,349)
     Cost of insurance and administration charges - FVLI                     -         (277,515)        (220,001)         (586,633)
     Cost of insurance and administration charges - PrinFlex         (138,368)         (440,503)        (157,535)       (1,024,864)
     Surrender charges - FVLI                                                -          (21,046)          (4,476)          (38,198)
     Surrender charges - PrinFlex                                      (2,270)          (21,224)         (10,854)          (36,983)


  Net Increase from Policy Related Transactions                        955,278         3,379,213        1,490,614         9,396,353


Total Increase                                                       1,031,048         4,172,161        1,682,398        11,149,001


Net Assets at December 31, 1998                                      1,592,829         9,879,189        3,953,245        22,971,942


<FN>
(1)   Commenced operations February 1, 1997.
(2)   Commenced operations May 1, 1998.
</FN>
</TABLE>


<TABLE>
<CAPTION>
                                                                         Fidelity      Fidelity Equity    Fidelity High
                                                                        Contrafund         Income            Income
                                                                       Division (1)     Division (1)      Division (1)



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

Increase (Decrease) in Net Assets from Operations
     Net investment income                                                  (6,014)           (3,260)          (1,353)
     Net realized gains (losses) on investments                                 850               630            3,224
     Change in net unrealized appr/depr                                     115,040            72,538           20,931


   Net Increase resulting from Operations                                   109,876            69,908           22,802

   Policy related transactions:
     Net premium payments, less sales charges
       and applicable premium taxes                                       2,125,905         1,018,045          369,108
     Contract terminations and surrenders                                     (666)             (740)            (262))
     Death benefit payments                                                       -                 -                -
     Policy loan transfers                                                  (9,953)             (800)          (26,280
     Transfers to other contracts                                          (24,082)           (9,962)         (20,415)
     Cost of insurance and administration charges - FVLI                          -                 -                -
     Cost of insurance and administration charges - PrinFlex              (110,670)          (57,135)         (15,088)
     Surrender charges - FVLI                                                     -                 -                -
     Surrender charges - PrinFlex                                             (901)           (1,002)            (355)


  Net Increase from Policy Related Transactions                           1,979,633           948,406          306,708


Total Increase                                                            2,089,509         1,018,314          329,510


Net Assets at December 31, 1997                                           2,089,509         1,018,314          329,510


Net Assets at January 1, 1998                                             2,089,509         1,018,314          329,510

Increase (Decrease) in Net Assets from Operations:
     Net investment income                                                  110,801            58,725           43,700
     Net realized gains (losses) on investments                              12,594             5,628         (11,177)
     Change in net unrealized appr/depr                                   1,240,221           219,300         (81,364)


  Net Increase resulting from Operations                                  1,363,616           283,653         (48,841)

   Policy related transactions:
     Net premium payments, less sales charges
       and applicable premium taxes                                       6,142,338         4,698,442        1,259,486
     Contract terminations and surrenders                                  (74,844)          (17,461)          (4,697)
     Death benefit payments                                                   (402)           (3,431)          (1,170)
     Policy loan transfers                                                (145,298)          (69,698)         (53,013)
     Transfers to other contracts                                         (678,221)         (572,136)        (318,315)
     Cost of insurance and administration charges - FVLI                          -                 -                -
     Cost of insurance and administration charges - PrinFlex              (632,111)         (422,440)         (95,559)
     Surrender charges - FVLI                                                     -                 -                -
     Surrender charges - PrinFlex                                          (41,586)           (9,702)          (2,610)


  Net Increase from Policy Related Transactions                           4,569,876         3,603,574          784,122


Total Increase                                                            5,933,492         3,887,227          735,281


Net Assets at December 31, 1998                                           8,023,001         4,905,541        1,064,791


<FN>
(1)   Commenced operations February 1, 1997.
(2)   Commenced operations May 1, 1998.
</FN>
</TABLE>

<TABLE>
<CAPTION>
                                                                                 Government
                                                                                 Securities            Growth
                                                                                Division (1)        Division (1)



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

Increase (Decrease) in net assets Operations:
  Net investment income                                                                5,227             12,121
  Net realized gains (losses) on investments                                              15                299
  Change in net unrealized appreciation/depreciation of investments                  (3,162)             30,996


Net increase resulting from operations                                                 2,080             43,416

Policy related transactions:
  Net premium payments, less sales charges and applicable premium  taxes             109,941            938,351
  Contract terminations and surrenders                                                     -              (168)
  Death benefit payments                                                                   -                  -
  Policy loan transfers                                                                    -               (73)
  Transfers to other contracts                                                       (1,786)            (1,396)
  Cost of insurance and administration charges - FVLI                                      -                  -
  Cost of insurance and administration charges - PrinFlex                            (6,014)           (58,369)
  Surrender charges - FVLI                                                                 -                  -
  Surrender charges - PrinFlex                                                             -              (228)


Net Increase from policy related transactions                                        102,141            878,117


Total increase                                                                       104,221            921,533


Net assets at December 31, 1997                                                      104,221            921,533


Net Assets at January 1, 1998                                                        104,221            921,533

Increase (Decrease) in net assets Operations:
  Net investment income (loss)                                                        97,510             69,385
  Net realized gains (losses) on investments                                           1,370              8,386
  Change in net unrealized appreciation/depreciation of investments                  (6,358)            437,013


Net increase (decrease) resulting from operations                                     92,522            514,784

Policy related transactions:
  Net premium payments, less sales charges and applicable premium  taxes           3,283,931          4,050,726
  Contract terminations and surrenders                                               (1,547)           (24,252)
  Death benefit payments                                                                   -                  -
  Policy loan transfers                                                              (9,130)           (33,585)
  Transfers to other contracts                                                      (93,010)          (235,746)
  Cost of insurance and administration charges - FVLI                                      -                  -
  Cost of insurance and administration charges - PrinFlex                          (109,416)          (419,150)
  Surrender charges - FVLI                                                                 -                  -
  Surrender charges - PrinFlex                                                         (859)           (13,475)


Net Increase from policy related transactions                                      3,069,969          3,324,518


Total increase                                                                     3,162,491          3,839,302


Net assets at December 31, 1998                                                    3,266,712          4,760,835

<FN>
(1)   Commenced operations February 1, 1997.
(2)   Commenced operations May 1, 1998.
</FN>
</TABLE>



<TABLE>
<CAPTION>
                                                                                   High                           International
                                                                                   Yield        International       SmallCap
                                                                                  Division       Division (1)      Division (2)



<S>                                                                              <C>         <C>                 <C>
Net assets at January 1, 1997                                                    $1,325,273  $              -    $           -

Increase (Decrease) in net assets Operations:
  Net investment income                                                             151,360           108,949                -
  Net realized gains (losses) on investments                                         19,548               678                -
  Change in net unrealized appreciation/depreciation of investments                (27,928)         (165,660)                -


Net increase resulting from operations                                              142,980          (56,033)                -

Policy related transactions:
  Net premium payments, less sales charges and applicable premium  taxes          1,100,347         3,053,987                -
  Contract terminations and surrenders                                            (254,148)           (1,601)                -
  Death benefit payments                                                            (1,913)                 -                -
  Policy loan transfers                                                            (38,855)          (20,879)                -
  Transfers to other contracts                                                     (56,489)         (102,897)                -
  Cost of insurance and administration charges - FVLI                             (121,092)                 -                -
  Cost of insurance and administration charges - PrinFlex                                 -         (154,140)                -
  Surrender charges - FVLI                                                          (3,921)                 -                -
  Surrender charges - PrinFlex                                                            -           (2,167)                -


Net Increase from policy related transactions                                       623,929         2,772,303                -


Total increase                                                                      766,909         2,716,270                -

Net assets at December 31, 1997                                                   2,092,182         2,716,270                -

Net Assets at January 1, 1998                                                     2,092,182         2,716,270                -

Increase (Decrease) in net assets Operations:
  Net investment income (loss)                                                      185,849           308,919              119
  Net realized gains (losses) on investments                                        (1,713)             5,582            (148)
  Change in net unrealized appreciation/depreciation of investments               (222,572)           (8,068)           15,012

Net increase (decrease) resulting from operations                                  (38,436)           306,433           14,983

Policy related transactions:
  Net premium payments, less sales charges and applicable premium  taxes            654,374         6,275,718          334,028
  Contract terminations and surrenders                                            (223,218)          (52,096)            (509)
  Death benefit payments                                                                  -           (2,388)                -
  Policy loan transfers                                                             (2,756)          (93,812)                -
  Transfers to other contracts                                                     (82,650)         (623,489)         (18,167)
  Cost of insurance and administration charges - FVLI                             (126,865)                 -                -
  Cost of insurance and administration charges - PrinFlex                                 -         (697,441)         (13,862)
  Surrender charges - FVLI                                                          (3,532)                 -                -
  Surrender charges - PrinFlex                                                            -          (28,946)            (283)

Net Increase from policy related transactions                                       215,353         4,777,546          301,207

Total increase                                                                      176,917         5,083,979          316,190

Net assets at December 31, 1998                                                   2,269,099         7,800,249          316,190

<FN>
(1)   Commenced operations February 1, 1997.
(2)   Commenced operations May 1, 1998.
</FN>
</TABLE>

<TABLE>
<CAPTION>
                                                                                                             MidCap         Money
                                                                         MicroCap           MidCap           Growth        Market
                                                                        Division (2)        Division       Division (2)    Division



<S>                                                                     <C>               <C>             <C>           <C>
Net assets at January 1, 1997                                           $          -      $13,704,998     $       -     $  1,305,482

Increase (Decrease) in net assets Operations:
  Net investment income                                                            -          383,525             -           94,705
  Net realized gains (losses) on investments                                       -        1,366,571             -                -
  Change in net unrealized appreciation/depreciation of investments                -        1,395,356             -                -


Net increase resulting from operations                                             -        3,145,452             -           94,705

Policy related transactions:
  Net premium payments, less sales charges and applicable premium  taxes           -       11,608,767             -       15,023,945
  Contract terminations and surrenders                                             -      (5,304,517)             -        (307,677)
  Death benefit payments                                                           -         (25,030)             -                -
  Policy loan transfers                                                            -        (430,694)             -         (59,858)
  Transfers to other contracts                                                     -      (1,619,014)             -     (11,072,400)
  Cost of insurance and administration charges - FVLI                              -      (1,527,118)             -        (180,259)
  Cost of insurance and administration charges - PrinFlex                          -        (250,677)             -        (467,251)
  Surrender charges - FVLI                                                         -         (81,800)             -          (4,707)
  Surrender charges - PrinFlex                                                     -          (3,738)             -          (3,524)


Net Increase from policy related transactions                                      -        2,366,179             -        2,928,269


Total increase                                                                     -        5,511,631             -        3,022,974

Net assets at December 31, 1997                                                    -       19,216,629             -        4,328,456

Net Assets at January 1, 1998                                                      -       19,216,629             -        4,328,456

Increase (Decrease) in net assets Operations:
  Net investment income (loss)                                                   294        1,344,070         (637)          222,792
  Net realized gains (losses) on investments                                   (681)        1,170,702           249                -
  Change in net unrealized appreciation/depreciation of investments            1,093      (1,927,130)        28,009                -

Net increase (decrease) resulting from operations                                706          587,642        27,621          222,792

Policy related transactions:
  Net premium payments, less sales charges and applicable premium  taxes     158,559       15,747,739       306,597       36,243,366
  Contract terminations and surrenders                                             -      (4,608,554)          (24)        (258,565)
  Death benefit payments                                                           -          (9,498)             -          (1,326)
  Policy loan transfers                                                      (2,410)        (462,004)             -          (8,878)
  Transfers to other contracts                                               (2,484)      (2,445,385)       (4,378)     (30,709,128)
  Cost of insurance and administration charges - FVLI                              -      (1,159,991)             -         (64,801)
  Cost of insurance and administration charges - PrinFlex                    (4,993)      (1,264,719)       13,899)      (1,390,619)
  Surrender charges - FVLI                                                         -         (71,005)             -          (3,444)
  Surrender charges - PrinFlex                                                     -         (67,244)          (14)         (22,737)

Net Increase from policy related transactions                                148,672        5,659,339       288,282        3,783,868

Total increase                                                               149,378        6,246,981       315,903        4,006,660

Net assets at December 31, 1998                                              149,378       25,463,610       315,903        8,335,116

<FN>
(1)   Commenced operations February 1, 1997.
(2)   Commenced operations May 1, 1998.
</FN>
</TABLE>


<TABLE>
<CAPTION>
                                                                                Putnam Global          Putnam
                                                                              Asset Allocation          Vista
                                                                                Division (2)         Division (2)


<S>                                                                      <C>                    <C>
Net Assets at January 1, 1997                                            $                  -   $             0

Increase (Decrease) in Net Assets from Operations
     Net investment income                                                                  -                 0
     Net realized gains (losses) on investments                                             -                 0
     Change in net unrealized appr/depr                                                     -                 0


   Net Increase resulting from Operations                                                   -                 0

   Policy related transactions:
     Net premium payments, less sales charges
       and applicable premium taxes                                                         -                 -
     Contract terminations and surrenders                                                   -                 -
     Death benefit payments                                                                 -                 -
     Policy loan transfers                                                                  -                 -
     Transfers to other contracts                                                           -                 -
     Cost of insurance and administration charges - FVLI                                    -                 -
     Cost of insurance and administration charges - PrinFlex                                -                 -
     Surrender charges - FVLI                                                               -                 -
     Surrender charges - PrinFlex                                                           -                 -


  Net Increase from Policy Related Transactions                                             -                 -


Total Increase                                                                              -                 -


Net Assets at December 31, 1997                                                             -                 -


Net Assets at January 1, 1998                                                               -                 -

Increase (Decrease) in Net Assets from Operations:
     Net investment income                                                              (120)             (174)
     Net realized gains (losses) on investments                                           140               252
     Change in net unrealized appr/depr                                                 4,313            20,737


  Net Increase resulting from Operations                                                4,333            20,815

   Policy related transactions:
     Net premium payments, less sales charges
       and applicable premium taxes                                                    76,196           114,287
     Contract terminations and surrenders                                                   -                 -
     Death benefit payments                                                                 -                 -
     Policy loan transfers                                                                  -                 -
     Transfers to other contracts                                                     (1,426)           (7,306)
     Cost of insurance and administration charges - FVLI                                    -                 -
     Cost of insurance and administration charges - PrinFlex                          (3,872)           (4,745)
     Surrender charges - FVLI                                                               -                 -
     Surrender charges - PrinFlex                                                           -                 -


  Net Increase from Policy Related Transactions                                        70,898           102,236


Total Increase                                                                         75,231           123,051


Net Assets at December 31, 1998                                                        75,231           123,051


<FN>
(1)   Commenced operations February 1, 1997.
(2)   Commenced operations May 1, 1998.
</FN>
</TABLE>



<TABLE>
<CAPTION>
                                                                   Putnam                                              Small Cap
                                                                   Voyager        Real Estate        SmallCap           Growth
                                                                  Division(2)     Division (2)      Division (2)      Division (2)


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

Increase (Decrease) in Net Assets from Operations
     Net investment income                                                -                 -                 -                -
     Net realized gains (losses) on investments                           -                 -                 -                -
     Change in net unrealized appr/depr                                   -                 -                 -                -


   Net Increase resulting from Operations                                 -                 -                 -                -

   Policy related transactions:
     Net premium payments, less sales charges
       and applicable premium taxes                                       -                 -                 -                -
     Contract terminations and surrenders                                 -                 -                 -                -
     Death benefit payments                                               -                 -                 -                -
     Policy loan transfers                                                -                 -                 -                -
     Transfers to other contracts                                         -                 -                 -                -
     Cost of insurance and administration charges - FVLI                  -                 -                 -                -
     Cost of insurance and administration charges - PrinFlex              -                 -                 -                -
     Surrender charges - FVLI                                             -                 -                 -                -
     Surrender charges - PrinFlex                                         -                 -                 -                -


  Net Increase from Policy Related Transactions                           -                 -                 -                -


Total Increase                                                            -                 -                 -                -


Net Assets at December 31, 1997                                           -                 -                 -                -


Net Assets at January 1, 1998                                             -                 -                 -                -

Increase (Decrease) in Net Assets from Operations:
     Net investment income                                          (1,414)               811             (533)            (385)
     Net realized gains (losses) on investments                          45              (64)              (75)             (20)
     Change in net unrealized appr/depr                             105,601             (320)            11,967           31,970


  Net Increase resulting from Operations                            104,232               427            11,359           31,565

   Policy related transactions:
     Net premium payments, less sales charges
       and applicable premium taxes                                 868,001            33,346           251,162          193,803
     Contract terminations and surrenders                              (93)              (23)              (25)             (22)
     Death benefit payments                                               -                 -                 -                -
     Policy loan transfers                                          (2,429)                 -             (241)                -
     Transfers to other contracts                                  (32,669)             (406)           (3,354)          (6,641)
     Cost of insurance and administration charges - FVLI                  -                 -                 -                -
     Cost of insurance and administration charges - PrinFlex       (37,442)           (1,622)           (8,251)          (8,998)
     Surrender charges - FVLI                                             -                 -                 -                -
     Surrender charges - PrinFlex                                      (52)              (13)              (14)             (12)


  Net Increase from Policy Related Transactions                     795,316            31,282           239,277          178,130


Total Increase                                                      899,548            31,709           250,636          209,695


Net Assets at December 31, 1998                                     899,548            31,709           250,636          209,695

<FN>
(1)   Commenced operations February 1, 1997.
(2)   Commenced operations May 1, 1998.
</FN>
</TABLE>


<TABLE>
<CAPTION>
                                                                   SmallCap Value       Utilities
                                                                     Division (2)      Division (2)


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

Increase (Decrease) in Net Assets from Operations
     Net investment income                                                     -                -
     Net realized gains (losses) on investments                                -                -
     Change in net unrealized appr/depr                                        -                -


   Net Increase resulting from Operations                                      -                -

   Policy related transactions:
     Net premium payments, less sales charges
       and applicable premium taxes                                            -                -
     Contract terminations and surrenders                                      -                -
     Death benefit payments                                                    -                -
     Policy loan transfers                                                     -                -
     Transfers to other contracts                                              -                -
     Cost of insurance and administration charges - FVLI                       -                -
     Cost of insurance and administration charges - PrinFlex                   -                -
     Surrender charges - FVLI                                                  -                -
     Surrender charges - PrinFlex                                              -                -


  Net Increase from Policy Related Transactions                                -                -


Total Increase                                                                 -                -


Net Assets at December 31, 1997                                                -                -


Net Assets at January 1, 1998                                                  -                -

Increase (Decrease) in Net Assets from Operations:
     Net investment income                                                   257              560
     Net realized gains (losses) on investments                            (136)              372
     Change in net unrealized appr/depr                                    5,416            2,337


  Net Increase resulting from Operations                                   5,537            3,269

   Policy related transactions:
     Net premium payments, less sales charges
       and applicable premium taxes                                   145,362            53,396
     Contract terminations and surrenders                                   (28)                -
     Death benefit payments                                                    -                -
     Policy loan transfers                                                     -            (196)
     Transfers to other contracts                                          (828)          (8,493)
     Cost of insurance and administration charges - FVLI                       -                -
     Cost of insurance and administration charges - PrinFlex             (5,889)          (2,380)
     Surrender charges - FVLI                                                  -                -
     Surrender charges - PrinFlex                                           (16)                -


  Net Increase from Policy Related Transactions                          138,601           42,327


Total Increase                                                           144,138           45,596


Net Assets at December 31, 1998                                          144,138           45,596

<FN>
(1)   Commenced operations February 1, 1997.
(2)   Commenced operations May 1, 1998.
</FN>
</TABLE>


                        Principal Life Insurance Company
                         Variable Life Separate Account

                          Notes to Financial Statements
                    for the Three Months Ended March 31, 1999
                                   (Unaudited)



1. Basis of Presentation

The  accompanying  financial  statements  have been prepared in accordance  with
generally accepted accounting  principals for interim financial  information and
the  instructions  to Article 10 of  Regulation  S-X.  Accordingly,  they do not
include all the information and notes required by generally accepted  accounting
principles for complete financial statements. In the opinion of management,  all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair  presentation  have been  included.  Operating  results for the three month
period ended March 31, 1999 are not  necessarily  indicative of the results that
may be expected for the year ending December 31, 1999. For further  information,
refer to the  accompanying  financial  statements and notes thereto for the year
ended December 31, 1998.


<PAGE>

                         Report of Independent Auditors





Board of Directors and Participants
Principal Life Insurance Company


We have  audited the  accompanying  statement  of net assets of  Principal  Life
Insurance Company Variable Life Separate Account (comprising,  respectively, the
Balanced,  Bond,  Capital Value  [formerly  Capital  Accumulation],  High Yield,
MidCap [formerly  Emerging Growth],  and Money Market Divisions;  and, beginning
February 1, 1997 [date  operations  commenced],  the  Aggressive  Growth,  Asset
Allocation,  Fidelity Contrafund,  Fidelity Equity Income, Fidelity High Income,
Government Securities, Growth and International [formerly World] Divisions; and,
beginning May 1, 1998 [date operations commenced],  the International  SmallCap,
MicroCap,  MidCap Growth,  Putnam Global Asset Allocation,  Putnam Vista, Putnam
Voyager, Real Estate,  SmallCap,  SmallCap Growth,  SmallCap Value and Utilities
Divisions) as of December 31, 1998, 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, 1998, 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  Life  Insurance
Company  Variable Life Separate Account at December 31, 1998, 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
January 29, 1999


<PAGE>




                        Principal Life Insurance Company
                         Variable Life Separate Account

                             Statement of Net Assets

                                December 31, 1998




Assets
Investments:
   Aggressive Growth Division:
     Aggressive Growth Account - 777,089 shares at net asset value of $18.33
     per share (cost - $13,352,172)
                                                        $14,244,041
   Asset Allocation Division:
     Asset Allocation Account - 129,498 shares at net asset value of $12.30
     per share (cost - $1,606,648)
                                                          1,592,829
   Balanced Division:
     Balanced Account - 607,950 shares at net asset value of $16.25 per share
     (cost -  $9,341,735)
                                                          9,879,189
   Bond Division:
     Bond Account - 328,889 shares at net asset value of $12.02 per share
     (cost - $3,926,791)
                                                          3,953,245
   Capital Value Division:
     Capital Value Account - 617,691 shares at net asset value of $37.19 per
     share (cost - $21,049,295)
                                                         22,971,942
   Fidelity Contrafund Division:
     Fidelity Variable Insurance Products Fund II: Contrafund Portfolio.
     - 328,273 shares at net asset value of $24.44 per share
     (cost - $6,667,740)
                                                          8,023,001
   Fidelity Equity Income Division:
     Fidelity Variable Insurance Products Fund: Equity Income Portfolio -
     192,980 shares at net asset value of $25.42 per share
     (cost - $4,613,703)
                                                          4,905,541
   Fidelity High Income Division:
     Fidelity Variable Insurance Products Fund: High Income Portfolio -
     92,350 shares at net asset value of $11.53 per share
     (cost - $1,125,224)
                                                          1,064,791
   Government Securities Division:
     Government Securities Account - 296,704 shares at net asset value
       of $11.01 per share (cost - $3,276,232)
                                                          3,266,712
   Growth Division:
     Growth Account - 232,690 shares at net asset value of $20.46 per share
     (cost - $4,292,826)
                                                          4,760,835
   High Yield Division:
     Principal High Yield Account - 281,526 shares at net asset value of
     $8.06 per share (cost - $2,513,399)
                                                         2,269,099
   International Division:
     International Account - 537,577 shares at net asset value of $14.51
       per share (cost - $7,973,977)
                                                          7,800,249


See accompanying notes.


<PAGE>




Assets (continued)
Investments (continued):
   International SmallCap Division:
     International SmallCap Account - 35,132 shares at net asset value of $9.00
     per share (cost - $301,178)
                                                      $       316,190
   MicroCap Division:
     MicroCap Account - 18,284 shares at net asset value of $8.17 per share
     (cost - $148,285)
                                                                  149,378
   MidCap Division:
     MidCap Account - 740,867 shares at net asset value of $34.37 per share
     (cost - $23,362,591)
                                                               25,463,610
   MidCap Growth Division:
     MidCap Growth Account - 32,736 shares at net asset value of $9.65 per share
     (cost - $287,894)
                                                                315,903
   Money Market Division:
     Money Market Account - 8,335,116 shares at net asset value (cost) of $1.00
     per share
                                                              8,335,116
   Putnam Global Asset Allocation Division:
     Putnam VT Global Asset Allocation Fund - 3,968 shares at net asset value of
       $18.96 per share (cost - $70,918)
                                                                75,231
   Putnam Vista Division:
     Putnam VT Vista Fund - 8,354  shares at net asset value of $14.73 per share
     (cost - $102,314)
                                                                123,051
   Putnam Voyager Division:
     Putnam VT Voyager Fund - 19,636 shares at net asset value of $45.81 per
     share (cost - $793,947)
                                                                899,548
   Real Estate Division:
     Real  Estate  Account - 3,496  shares at net asset value of $9.07 per share
     (cost - $32,029)
                                                                   31,709
   SmallCap Division:
     SmallCap Account - 30,528 shares at net asset value of $8.21 per share
     (cost - $238,669)
                                                                  250,636
   SmallCap Growth Division:
     SmallCap Growth Account - 20,762 shares at net asset value of $10.10 per
     share (cost - $177,725)
                                                                209,695
   SmallCap Value Division:
     SmallCap Value Account - 17,283 shares at net asset value of $8.34 per
     share (cost - $138,722)
                                                                144,138
   Utilities Division:
     Utilities Account - 4,172 shares at net asset value of $10.93 per share
     (cost - $43,259)
                                                                   45,596
                                                            -----------------
Net assets                                                   $121,091,275
                                                            =================


<PAGE>



                        Principal Life Insurance Company
                         Variable Life Separate Account

                       Statement of Net Assets (continued)

                                December 31, 1998


<TABLE>
<CAPTION>
                                                                                   Unit
                                                                     Units         Value
                                                                     ------------------------
                                                                     ------------------------
<S>                                                                  <C>          <C>              <C>
Net assets are represented by:
   Aggressive Growth Division - PrinFlex Life                          966,076    $14.74           $14,244,041

   Asset Allocation Division - PrinFlex Life                           126,757     12.57             1,592,829

   Balanced Division:
     Flex Variable Life                                                128,004     29.66             3,796,104
     PrinFlex Life                                                     470,384     12.93             6,083,085
                                                                                                   -----------
                                                                                                     9,879,189
   Bond Division:
     Flex Variable Life                                                 81,499     23.91             1,948,335
     PrinFlex Life                                                     169,676     11.82             2,004,910
                                                                                                   -----------
                                                                                                     3,953,245
   Capital Value Division:
     Flex Variable Life                                                230,405     37.92             8,736,005
     PrinFlex Life                                                   1,001,214     14.22            14,235,937
                                                                                                   -----------
                                                                                                    22,971,942

   Fidelity Contrafund Division - PrinFlex Life                        509,526     15.75             8,023,001

   Fidelity Equity Income Division - PrinFlex Life                     358,372     13.69             4,905,541

   Fidelity High Income Division - PrinFlex Life                        96,628     11.02             1,064,791

   Government Securities Division - PrinFlex Life                      276,130     11.83             3,266,712

   Growth Division - PrinFlex Life                                     323,329     14.72             4,760,835

   High Yield Division - Flex Variable Life                            106,040     21.40             2,269,099

   International Division - PrinFlex Life                              647,156     12.05             7,800,249

   International SmallCap Division - PrinFlex Life                      34,925      9.05               316,190

   MicroCap Division - PrinFlex Life                                    18,274      8.17               149,378

   MidCap Division:
     Flex Variable Life                                                279,181     41.05            11,460,175
     PrinFlex Life                                                   1,122,974     12.47            14,003,435
                                                                                                   -----------
                                                                                                    25,463,610

   MidCap Growth Division - PrinFlex Life                               32,540      9.71               315,903


See accompanying notes.
</TABLE>


<PAGE>



<TABLE>
<CAPTION>
                                                                                   Unit
                                                                       Units       Value
                                                                     -----------------------
                                                                     -----------------------
<S>                                                                    <C>        <C>              <C>
Net assets are represented by (continued):
   Money Market Division:
     Flex Variable Life                                                 22,133    $16.40           $    362,873
     PrinFlex Life                                                     723,761     11.02              7,972,243
                                                                                                   ------------
                                                                                                      8,335,116

   Putnam Global Asset Allocation Division - PrinFlex Life
                                                                         7,305     10.30                 75,231

   Putnam Vista Division - PrinFlex Life                                11,712     10.51                123,051

   Putnam Voyager Division - PrinFlex Life                              82,965     10.84                899,548

   Real Estate Division - PrinFlex Life                                  3,390      9.35                 31,709

   SmallCap Division - PrinFlex Life                                    31,352      7.99                250,636

   SmallCap Growth Division - PrinFlex Life                             20,430     10.26                209,695

   SmallCap Value Division - PrinFlex Life                              16,935      8.51                144,138

   Utilities Division - PrinFlex Life                                    3,944     11.56                 45,596
                                                                                                   ------------
Net assets                                                                                         $121,091,275
                                                                                                   ============

</TABLE>


<PAGE>



                        Principal Life Insurance Company
                         Variable Life Separate Account

                            Statements of Operations

                  Years ended December 31, 1998, 1997 and 1996
<TABLE>
<CAPTION>
                                                                                               Aggressive
                                                                                                 Growth
                                                                                 Combined     Division (1)
                                                                               -------------- --------------
<S>                                                                            <C>            <C>
Year ended December 31, 1998 Investment income (loss) Income:
   Dividends                                                                    $1,927,629    $     25,269
   Capital gains distributions                                                   3,545,632         576,813
                                                                               -------------- --------------
                                                                                 5,473,261         602,082
Expenses:
   Mortality and expense risks                                                     736,803          74,911
                                                                               -------------- --------------
Net investment income (loss)                                                     4,736,458         527,171

Realized and unrealized gains (losses) on investments
Net realized gains (losses) on investments                                       1,677,430          11,214
Change in net unrealized appreciation/depreciation of investments                1,393,781         947,122
                                                                               ============== ==============
Net increase (decrease) in net assets resulting from operations                 $7,807,669      $1,485,507
                                                                               ============== ==============

Year ended December 31, 1997 Investment income (loss) Income:
   Dividends                                                                   $   980,811    $      8,174
   Capital gains distributions                                                   2,062,456         410,207
                                                                               -------------- --------------
                                                                                 3,043,267         418,381
Expenses:
   Mortality and expense risks                                                     323,452          12,033
                                                                               -------------- --------------
Net investment income (loss)                                                     2,719,815         406,348

Realized and unrealized gains (losses) on investments
Net realized gains on investments                                                1,992,490           2,207
Change in net unrealized appreciation/depreciation of investments                2,414,101         (55,253)
                                                                               -------------- --------------
Net increase (decrease) in net assets resulting from operations                 $7,126,406     $   353,302
                                                                               ============== ==============

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    $        -
                                                                               ============== ==============

(1)   Commenced operations February 1, 1997.
(2)   Commenced operations May 1, 1998.

See accompanying notes.
</TABLE>


<TABLE>
<CAPTION>
                                                                              Asset                                   Capital
                                                                            Allocation      Balanced      Bond         Value
                                                                           Division (1)     Division    Division      Division
                                                                        -------------------------------------------------------
                                                                        -------------------------------------------------------
<S>                                                                        <C>            <C>          <C>          <C>
Year ended December 31, 1998 Investment income (loss) Income:
   Dividends                                                               $37,595        $278,168     $200,418     $  398,541
   Capital gains distributions                                              39,061         298,323        2,083        748,100
                                                                        -------------------------------------------------------
                                                                            76,656         576,491      202,501      1,146,641
Expenses:
   Mortality and expense risks                                               9,173          63,126       24,494        136,738
                                                                        -------------------------------------------------------
Net investment income (loss)                                                67,483         513,365      178,007      1,009,903

Realized and unrealized gains (losses) on investments
Net realized gains (losses) on investments                                  (1,770)        161,523       33,503        281,655
Change in net unrealized appreciation/depreciation of investments           10,057         118,060      (19,726)       461,090
                                                                        =======================================================
Net increase (decrease) in net assets resulting from operations            $75,770        $792,948     $191,784     $1,752,648
                                                                        =======================================================
Year ended December 31, 1997 Investment income (loss) Income:
   Dividends                                                               $11,857        $150,137     $136,267     $  211,818
   Capital gains distributions                                              42,154         346,134            -        794,643
                                                                        -------------------------------------------------------
                                                                            54,011         496,271      136,267      1,006,461
Expenses:
   Mortality and expense risks                                               1,700          38,702       14,802         69,600
                                                                        -------------------------------------------------------
Net investment income (loss)                                                52,311         457,569      121,465        936,861

Realized and unrealized gains (losses) on investments
Net realized gains on investments                                              549         236,637       18,598        342,684
Change in net unrealized appreciation/depreciation of investments          (23,876)        104,396       55,567        895,157
                                                                        =======================================================
Net increase (decrease) in net assets resulting from operations            $28,984        $798,602     $195,630     $2,174,702
                                                                        =======================================================
Year ended December 31, 1996 Investment income Income:
   Dividends                                                               $     -        $110,439    $  92,610     $  118,875
   Capital gains distributions                                                   -         244,144            -        745,903
                                                                        -------------------------------------------------------
                                                                                 -         354,583       92,610        864,778
Expenses:
   Mortality and expense risks                                                   -          25,360        8,256         36,169
                                                                        -------------------------------------------------------
Net investment income                                                            -         329,223       84,354        828,609
Realized and unrealized gains (losses) on investments
Net realized gains on investments                                                -          20,387        2,798         36,486
Change in net unrealized appreciation/depreciation of investments                -          77,334      (53,168)       247,560
                                                                        =======================================================
Net increase in net assets resulting from operations                       $     -        $426,944     $ 33,984     $1,112,655
                                                                        =======================================================


(1)   Commenced operations February 1, 1997.
(2)   Commenced operations May 1, 1998.

See accompanying notes.
</TABLE>

<TABLE>
<CAPTION>
                                                                             Fidelity           Fidelity Equity    Fidelity High
                                                                            Contrafund              Income           Income
                                                                            Division (1)           Division(1)      Division (1)
                                                                        ------------------------------------------------------
                                                                        ------------------------------------------------------
<S>                                                                         <C>                  <C>              <C>
Year ended December 31, 1998 Investment income (loss) Income:
   Dividends                                                                $   17,790           $ 18,251         $ 31,106
   Capital gains distributions                                                 130,883             64,952           19,765
                                                                        ------------------------------------------------------
                                                                               148,673             83,203           50,871
Expenses:
   Mortality and expense risks                                                  37,872             24,478            7,171
                                                                        ------------------------------------------------------
Net investment income (loss)                                                   110,801             58,725           43,700

Realized and unrealized gains (losses) on investments
Net realized gains (losses) on investments                                      12,594              5,628          (11,177)
Change in net unrealized appreciation/depreciation of investments            1,240,221            219,300          (81,364)
                                                                        ======================================================
Net increase (decrease) in net assets resulting from operations             $1,363,616           $283,653         $(48,841)
                                                                        ======================================================

Year ended December 31, 1997 Investment income (loss) Income:
   Dividends                                                                $        -           $      -         $      -
   Capital gains distributions                                                       -                  -                -
                                                                        ------------------------------------------------------
                                                                                     -                  -                -
Expenses:
   Mortality and expense risks                                                   6,014              3,260            1,353
                                                                        ------------------------------------------------------
Net investment income (loss)                                                    (6,014)            (3,260)          (1,353)

Realized and unrealized gains (losses) on investments
Net realized gains on investments                                                  850                630            3,224
Change in net unrealized appreciation/depreciation of investments              115,040             72,538           20,931
                                                                        ======================================================
Net increase (decrease) in net assets resulting from operations             $  109,876           $ 69,908         $ 22,802
                                                                        ======================================================
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                        $        -           $      -         $      -
                                                                        ======================================================


(1)   Commenced operations February 1, 1997.
(2)   Commenced operations May 1, 1998.

See accompanying notes.
</TABLE>



<PAGE>
                        Principal Life Insurance Company
                         Variable Life Separate Account

                      Statements of Operations (continued)

                  Years ended December 31, 1998, 1997 and 1996
<TABLE>
<CAPTION>
                                                                                 Government
                                                                                 Securities        Growth
                                                                                Division (1)      Division (1)
                                                                               ----------------  --------------
<S>                                                                                <C>             <C>
Year ended December 31, 1998 Investment income (loss) Income:
   Dividends                                                                       $111,671        $ 46,962
   Capital gains distributions                                                            -          44,586
                                                                               ----------------  --------------
                                                                                    111,671          91,548
Expenses:
   Mortality and expense risks                                                       14,161          22,163
                                                                               ----------------  --------------
Net investment income (loss)                                                         97,510          69,385

Realized and unrealized gains (losses) on investments
Net realized gains (losses) on investments                                            1,370           8,386
Change in net unrealized appreciation/depreciation of investments                    (6,358)        437,013
                                                                               ================  ==============
Net increase (decrease) in net assets resulting from operations                    $ 92,522        $514,784
                                                                               ================  ==============

Year ended December 31, 1997 Investment income (loss) Income:
   Dividends                                                                       $  5,365        $  9,349
   Capital gains distributions                                                            -           5,271
                                                                               ----------------  --------------
                                                                                      5,365          14,620
Expenses:
   Mortality and expense risks                                                          138           2,499
                                                                               ----------------  --------------
Net investment income (loss)                                                          5,227          12,121

Realized and unrealized gains (losses) on investments
Net realized gains on investments                                                        15             299
Change in net unrealized appreciation/depreciation of investments                    (3,162)         30,996
                                                                               ----------------  ----------------
Net increase (decrease) in net assets resulting from operations                    $  2,080        $ 43,416
                                                                               ================  ==============

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                               $      -        $      -
                                                                               ================  ==============

(1)   Commenced operations February 1, 1997.
(2)   Commenced operations May 1, 1998.

See accompanying notes.
</TABLE>



<TABLE>
<CAPTION>
                                                                                   High                           International
                                                                                  Yield        International      SmallCap
                                                                                 Division       Division(1)       Division(2)
                                                                            -----------------------------------------------------
                                                                            -----------------------------------------------------
<S>                                                                             <C>              <C>              <C>
Year ended December 31, 1998 Investment income (loss) Income:
   Dividends                                                                    $202,766         $118,274         $  851
   Capital gains distributions                                                         -          238,049              -
                                                                            -----------------------------------------------------
                                                                                 202,766          356,323            851
Expenses:
   Mortality and expense risks                                                    16,917           47,404            732
                                                                            -----------------------------------------------------
Net investment income (loss)                                                     185,849          308,919            119

Realized and unrealized gains (losses) on investments
Net realized gains (losses) on investments                                        (1,713)           5,582            (148)
Change in net unrealized appreciation/depreciation of investments               (222,572)          (8,068)         15,012
                                                                            =====================================================
Net increase (decrease) in net assets resulting from operations                 $(38,436)        $306,433         $14,983
                                                                            =====================================================
Year ended December 31, 1997 Investment income (loss) Income:
   Dividends                                                                    $162,794         $ 44,308         $    -
   Capital gains distributions                                                         -           73,919              -
                                                                            -----------------------------------------------------
                                                                                 162,794          118,227              -
Expenses:
   Mortality and expense risks                                                    11,434            9,278              -
                                                                            -----------------------------------------------------
Net investment income (loss)                                                     151,360          108,949              -

Realized and unrealized gains (losses) on investments
Net realized gains on investments                                                 19,548              678              -
Change in net unrealized appreciation/depreciation of investments                (27,928)        (165,660)             -
                                                                            =====================================================
Net increase (decrease) in net assets resulting from operations                 $142,980         $(56,033)        $    -
                                                                            =====================================================


Year ended December 31, 1996 Investment income Income:
   Dividends                                                                    $107,701         $      -         $    -
   Capital gains distributions                                                         -                -              -
                                                                            -----------------------------------------------------
                                                                                 107,701                -              -
Expenses:
   Mortality and expense risks                                                     7,858                -              -
                                                                            -----------------------------------------------------
Net investment income                                                             99,843                -              -

Realized and unrealized gains (losses) on investments
Net realized gains on investments                                                     70                -              -
Change in net unrealized appreciation/depreciation of investments                 34,507                -              -
                                                                            =====================================================
Net increase in net assets resulting from operations                            $134,420         $      -         $    -
                                                                            =====================================================


(1)   Commenced operations February 1, 1997.
(2)   Commenced operations May 1, 1998.

See accompanying notes.
</TABLE>
<TABLE>
<CAPTION>
                                                                                                       MidCap         Money
                                                                        MicroCap        MidCap         Growth         Market
                                                                        Division(2)    Division       Division(2)    Division
                                                                        ------------------------------------------------------
                                                                        ------------------------------------------------------
<S>                                                                     <C>          <C>             <C>             <C>
Year ended December 31, 1998 Investment income (loss) Income:
   Dividends                                                            $ 620        $  146,679      $    -          $290,641
   Capital gains distributions                                              -         1,383,017           -               -
                                                                        ------------------------------------------------------
                                                                          620         1,529,696           -           290,641
Expenses:
   Mortality and expense risks                                            326           185,626          637           67,849
                                                                        ------------------------------------------------------
Net investment income (loss)                                              294         1,344,070         (637)         222,792

Realized and unrealized gains (losses) on investments
Net realized gains (losses) on investments                                (681)       1,170,701          249              -
Change in net unrealized appreciation/depreciation of investments        1,093       (1,927,129)      28,009              -
                                                                        ======================================================
Net increase (decrease) in net assets resulting from operations         $  706       $  587,642      $27,621         $222,792
                                                                        ======================================================
Year ended December 31, 1997 Investment income (loss) Income:
   Dividends                                                            $   -        $  121,340      $    -          $119,402
   Capital gains distributions                                              -           390,128           -               -
                                                                        ------------------------------------------------------
                                                                            -           511,468           -           119,402
Expenses:
   Mortality and expense risks                                              -           127,942           -            24,697
                                                                        ------------------------------------------------------
Net investment income (loss)                                                -           383,526           -            94,705

Realized and unrealized gains (losses) on investments
Net realized gains on investments                                           -         1,366,571           -               -
Change in net unrealized appreciation/depreciation of investments           -         1,395,355           -               -
                                                                        ======================================================
Net increase (decrease) in net assets resulting from operations         $   -        $3,145,452      $    -          $ 94,705
                                                                        ======================================================


Year ended December 31, 1996 Investment income Income:
   Dividends                                                            $   -        $   99,423      $    -          $ 47,021
   Capital gains distributions                                              -           250,692           -               -
                                                                        ------------------------------------------------------
                                                                            -           350,115           -            47,021
Expenses:
   Mortality and expense risks                                              -            74,424           -             8,008
                                                                        ------------------------------------------------------
Net investment income                                                       -           275,691           -            39,013

Realized and unrealized gains (losses) on investments
Net realized gains on investments                                           -           136,928           -               -
Change in net unrealized appreciation/depreciation of investments           -         1,479,684           -               -
                                                                        ======================================================
Net increase in net assets resulting from operations                    $   -        $1,892,303      $    -          $ 39,013
                                                                        ======================================================


(1)   Commenced operations February 1, 1997.
(2)   Commenced operations May 1, 1998.

See accompanying notes.
</TABLE>
<PAGE>



                        Principal Life Insurance Company
                         Variable Life Separate Account

                      Statements of Operations (continued)

                          Year ended December 31, 1998


<TABLE>
<CAPTION>
                                                                          Putnam Global           Putnam
                                                                         Asset Allocation          Vista
                                                                           Division(2)          Division(2)
                                                                        -----------------      -----------
<S>                                                                         <C>                <C>
Year ended December 31, 1998 Investment income (loss) Income:
   Dividends                                                                $    -             $     -
   Capital gains distributions                                                   -                   -
                                                                        -----------------      -----------
                                                                                 -                   -
Expenses:
   Mortality and expense risks                                                 120                 174
                                                                        -----------------      -----------
Net investment income (loss)                                                  (120)               (174)

Realized and unrealized gains (losses) on investments
Net realized gains (losses) on investments                                     140                 252
Change in net unrealized appreciation/depreciation of investments            4,313              20,737
                                                                        =================      ===========
Net increase (decrease) in net assets resulting from operations             $4,333             $20,815
                                                                        =================      ===========


(2) Commenced operations May 1, 1998.


See accompanying notes.
</TABLE>




<TABLE>
<CAPTION>
                                                                              Putnam
                                                                              Voyager          Real Estate      SmallCap
                                                                              Division (2)     Division (2)    Division (2)
                                                                          --------------------------------------------------
                                                                          --------------------------------------------------
<S>                                                                           <C>              <C>            <C>
Year ended December 31, 1998 Investment income (loss) Income:
   Dividends                                                                  $      -         $867           $    24
   Capital gains distributions                                                       -            -                 -
                                                                          --------------------------------------------------
                                                                                     -          867                24
Expenses:
   Mortality and expense risks                                                   1,414           56               557
                                                                          --------------------------------------------------
Net investment income (loss)                                                    (1,414)         811              (533)

Realized and unrealized gains (losses) on investments
Net realized gains (losses) on investments                                          45          (64)              (75)
Change in net unrealized appreciation/depreciation of investments              105,601         (320)           11,967
                                                                          ==================================================
Net increase (decrease) in net assets resulting from operations               $104,232         $427           $11,359
                                                                          ==================================================


(2) Commenced operations May 1, 1998.


See accompanying notes.
</TABLE>

<TABLE>
<CAPTION>
                                                                               SmallCap          SmallCap
                                                                                Growth            Value         Utilities
                                                                              Division(2)       Division(2)    Division(2)
                                                                          ---------------------------------------------
                                                                          ---------------------------------------------
<S>                                                                           <C>              <C>            <C>
Year ended December 31, 1998 Investment income (loss) Income:
   Dividends                                                                  $     -          $  512          $ 624
   Capital gains distributions                                                      -               -              -
                                                                          ---------------------------------------------
                                                                                    -             512            624
Expenses:
   Mortality and expense risks                                                    385             255             64
                                                                          ---------------------------------------------
Net investment income (loss)                                                     (385)            257            560

Realized and unrealized gains (losses) on investments
Net realized gains (losses) on investments                                        (20)           (136)           372
Change in net unrealized appreciation/depreciation of investments              31,970           5,416          2,337
                                                                          =============================================
Net increase (decrease) in net assets resulting from operations               $31,565          $5,537         $3,269
                                                                          =============================================


(2) Commenced operations May 1, 1998.


See accompanying notes.
</TABLE>
<PAGE>

                        Principal Life Insurance Company
                         Variable Life Separate Account

                       Statements of Changes in Net Assets

                          Year ended December 31, 1998


<TABLE>
<CAPTION>
                                                                                               Aggressive
                                                                                                 Growth
                                                                                 Combined      Division (1)
                                                                           ---------------------------------
<S>                                                                           <C>             <C>
Net assets at January 1, 1998                                                 $  57,094,676   $  3,915,455

Increase (decrease) in net assets
Operations:
   Net investment income (loss)                                                  4,736,458        527,171
   Net realized gains (losses) on investments                                    1,677,430         11,214
   Change in net unrealized appreciation/depreciation of investments             1,393,781        947,122
                                                                           ---------------------------------
Net increase (decrease) in net assets resulting from operations                  7,807,669      1,485,507

Policy related transactions:
   Net premium payments, less sales charges and applicable
     premium taxes                                                             120,735,689     11,625,624
   Contract terminations and surrenders                                         (9,524,969)      (103,562)
   Death benefit payments                                                          (30,033)        (2,799)
   Policy loan transfers                                                        (1,569,958)      (179,094)
   Transfers to other contracts                                                (42,264,927)    (1,075,297)
   Cost of insurance and administration charges                                (10,698,734)    (1,364,250)
   Surrender charges                                                              (458,138)       (57,543)
                                                                           ---------------------------------
Increase in net assets from policy related transactions                         56,188,930      8,843,079
                                                                           ---------------------------------
Total increase                                                                  63,996,599     10,328,586
                                                                           ---------------------------------
Net assets at December 31, 1998                                               $121,091,275    $14,244,041
                                                                           =================================


(1)   Commenced operations February 1, 1997.
(2)   Commenced operations May 1, 1998.


See accompanying notes.

</TABLE>
<TABLE>
<CAPTION>
                                                                              Asset                                    Capital
                                                                           Allocation    Balanced        Bond           Value
                                                                           Division(1)   Division      Division        Division
                                                                           -------------------------------------------------------
<S>                                                                       <C>         <C>            <C>            <C>
Net assets at January 1, 1998                                             $  561,781  $5,707,028     $2,270,847     $11,822,941

Increase (decrease) in net assets
Operations:
   Net investment income (loss)                                               67,483     513,365        178,007       1,009,903
   Net realized gains (losses) on investments                                 (1,770)    161,523         33,503         281,655
   Change in net unrealized appreciation/depreciation of investments          10,057     118,060        (19,726)        461,090
                                                                        ----------------------------------------------------------
Net increase (decrease) in net assets resulting from operations               75,770     792,948        191,784       1,752,648

Policy related transactions:
   Net premium payments, less sales charges and applicable
     premium taxes                                                         1,591,693   7,040,409      3,302,871      16,284,235
   Contract terminations and surrenders                                       (4,085) (1,368,274)      (302,397)     (2,480,693)
   Death benefit payments                                                          -        (517)        (1,856)         (6,646)
   Policy loan transfers                                                     (10,991)   (244,822)       (81,085)       (170,516)
   Transfers to other contracts                                             (480,701) (1,287,295)    (1,034,053)     (2,543,349)
   Cost of insurance and administration charges                             (138,368)   (718,018)      (377,536)     (1,611,497)
   Surrender charges                                                          (2,270)    (42,270)       (15,330)        (75,181)
                                                                        ----------------------------------------------------------
Increase in net assets from policy related transactions                      955,278   3,379,213      1,490,614       9,396,353
                                                                        ----------------------------------------------------------
Total increase                                                             1,031,048   4,172,161      1,682,398      11,149,001
                                                                        ----------------------------------------------------------
Net assets at December 31, 1998                                           $1,592,829  $9,879,189     $3,953,245     $22,971,942
                                                                        ==========================================================


(1)   Commenced operations February 1, 1997.
(2)   Commenced operations May 1, 1998.


See accompanying notes.

</TABLE>
<TABLE>
<CAPTION>
                                                                             Fidelity     Fidelity Equity    Fidelity High
                                                                            Contrafund       Income              Income
                                                                            Division (1)    Division(1)        Division (1)
                                                                         -----------------------------------------------------
<S>                                                                       <C>              <C>              <C>
Net assets at January 1, 1998                                             $2,089,509       $1,018,314       $  329,510

Increase (decrease) in net assets
Operations:
   Net investment income (loss)                                              110,801           58,725           43,700
   Net realized gains (losses) on investments                                 12,594            5,628          (11,177)
   Change in net unrealized appreciation/depreciation of investments       1,240,221          219,300          (81,364)
                                                                         --------------------------------------------------
Net increase (decrease) in net assets resulting from operations            1,363,616          283,653          (48,841)

Policy related transactions:
   Net premium payments, less sales charges and applicable
     premium taxes                                                         6,142,338        4,698,442        1,259,486
   Contract terminations and surrenders                                      (74,844)         (17,461)          (4,697)
   Death benefit payments                                                       (402)          (3,431)          (1,170)
   Policy loan transfers                                                    (145,298)         (69,698)         (53,013)
   Transfers to other contracts                                             (678,221)        (572,136)        (318,315)
   Cost of insurance and administration charges                             (632,111)        (422,440)         (95,559)
   Surrender charges                                                         (41,586)          (9,702)          (2,610)
                                                                         --------------------------------------------------
Increase in net assets from policy related transactions                    4,569,876        3,603,574          784,122
                                                                         --------------------------------------------------
Total increase                                                             5,933,492        3,887,227          735,281
                                                                         --------------------------------------------------
Net assets at December 31, 1998                                           $8,023,001       $4,905,541       $1,064,791
                                                                         ==================================================


(1)   Commenced operations February 1, 1997.
(2)   Commenced operations May 1, 1998.


See accompanying notes.

</TABLE>
<PAGE>



                        Principal Life Insurance Company
                         Variable Life Separate Account

                 Statements of Changes in Net Assets (continued)

                          Year ended December 31, 1998



<TABLE>
<CAPTION>
                                                                             Government
                                                                             Securities    Growth Division
                                                                            Division (1)         (1)
                                                                           ---------------------------------
<S>                                                                            <C>             <C>
Net assets at January 1, 1998                                                  $  104,221      $  921,533

Increase (decrease) in net assets
Operations:
   Net investment income (loss)                                                    97,510          69,385
   Net realized gains (losses) on investments                                       1,370           8,386
   Change in net unrealized appreciation/depreciation of investments               (6,358)        437,013
                                                                           ---------------------------------
Net increase (decrease) in net assets resulting from operations                    92,522         514,784

Policy related transactions:
   Net premium payments, less sales charges and applicable premium taxes
                                                                                3,283,931       4,050,726
   Contract terminations and surrenders                                            (1,547)        (24,252)
   Death benefit payments                                                               -               -
   Policy loan transfers                                                           (9,130)        (33,585)
   Transfers to other contracts                                                   (93,010)       (235,746)
   Cost of insurance and administration charges                                  (109,416)       (419,150)
   Surrender charges                                                                 (859)        (13,475)
                                                                           ---------------------------------
Increase in net assets from policy related transactions                         3,069,969       3,324,518
                                                                           ---------------------------------
Total increase                                                                  3,162,491       3,839,302
                                                                           =================================
Net assets at December 31, 1998                                                $3,266,712      $4,760,835
                                                                           =================================


(1)   Commenced operations February 1, 1997.
(2)   Commenced operations May 1, 1998.


See accompanying notes.
</TABLE>

<TABLE>
<CAPTION>
                                                                                                            International
                                                                             High Yield     International      SmallCap
                                                                              Division      Division (1)     Division (2)
                                                                          --------------------------------------------------
<S>                                                                          <C>             <C>              <C>
Net assets at January 1, 1998                                                $2,092,182      $2,716,270       $     -

Increase (decrease) in net assets
Operations:
   Net investment income (loss)                                                 185,849         308,919            119
   Net realized gains (losses) on investments                                    (1,713)          5,582           (148)
   Change in net unrealized appreciation/depreciation of investments           (222,572)         (8,068)        15,012
                                                                          --------------------------------------------------
Net increase (decrease) in net assets resulting from operations                 (38,436)        306,433         14,983

Policy related transactions:
   Net premium payments, less sales charges and applicable
     premium taxes                                                              654,374       6,275,718        334,028
   Contract terminations and surrenders                                        (223,218)        (52,096)          (509)
   Death benefit payments                                                             -          (2,388)             -
   Policy loan transfers                                                         (2,756)        (93,812)             -
   Transfers to other contracts                                                 (82,650)       (623,489)       (18,167)
   Cost of insurance and administration charges                                (126,865)       (697,441)       (13,862)
   Surrender charges                                                             (3,532)        (28,946)          (283)
                                                                          --------------------------------------------------
Increase in net assets from policy related transactions                         215,353       4,777,546        301,207
                                                                          --------------------------------------------------
Total increase                                                                  176,917       5,083,979        316,190
                                                                          --------------------------------------------------
Net assets at December 31, 1998                                              $2,269,099      $7,800,249       $316,190
                                                                          ==================================================

(1)   Commenced operations February 1, 1997.
(2)   Commenced operations May 1, 1998.


See accompanying notes.
</TABLE>
<TABLE>
<CAPTION>
                                                                                                      MidCap Growth   Money Market
                                                                          MicroCap    MidCap Division  Division (2)     Division
                                                                        Division (2)
                                                                        -----------------------------------------------------------
<S>                                                                        <C>          <C>              <C>          <C>
Net assets at January 1, 1998                                              $     -      $19,216,629      $     -      $ 4,328,456

Increase (decrease) in net assets
Operations:
   Net investment income (loss)                                                 294       1,344,070          (637)        222,792
   Net realized gains (losses) on investments                                  (681)      1,170,701           249               -
   Change in net unrealized appreciation/depreciation of investments          1,093      (1,927,129)       28,009               -
                                                                        -----------------------------------------------------------
Net increase (decrease) in net assets resulting from operations                 706         587,642        27,621         222,792

Policy related transactions:
   Net premium payments, less sales charges and applicable
     premium taxes                                                          158,559      15,747,739       306,597      36,243,366
   Contract terminations and surrenders                                           -      (4,608,554)          (24)       (258,565)
   Death benefit payments                                                         -          (9,498)            -          (1,326)
   Policy loan transfers                                                     (2,410)       (462,004)            -          (8,878)
   Transfers to other contracts                                              (2,484)     (2,445,385)       (4,378)    (30,709,128)
   Cost of insurance and administration charges                              (4,993)     (2,424,710)      (13,899)     (1,455,420)
   Surrender charges                                                              -        (138,249)          (14)        (26,181)
                                                                        -----------------------------------------------------------
Increase in net assets from policy related transactions                     148,672       5,659,339       288,282       3,783,868
                                                                        -----------------------------------------------------------
Total increase                                                              149,378       6,246,981       315,903       4,006,660
                                                                        -----------------------------------------------------------
Net assets at December 31, 1998                                            $149,378     $25,463,610      $315,903     $ 8,335,116
                                                                        ===========================================================

(1)   Commenced operations February 1, 1997.
(2)   Commenced operations May 1, 1998.


See accompanying notes.
</TABLE>
<PAGE>
                        Principal Life Insurance Company
                         Variable Life Separate Account

                 Statements of Changes in Net Assets (continued)

                          Year ended December 31, 1998

<TABLE>
<CAPTION>
                                                                                   Putnam Global       Putnam Vista
                                                                                  Asset Allocation      Division (2)
                                                                                   Division (2)
                                                                           ------------------------   ----------
<S>                                                                               <C>                 <C>
Net assets at January 1, 1998                                                     $     -             $      -

Increase (decrease) in net assets
Operations:
   Net investment income (loss)                                                      (120)                (174)
   Net realized gains (losses) on investments                                         140                  252
   Change in net unrealized appreciation/depreciation of investments                4,313               20,737
                                                                           ------------------------   ----------
Net increase (decrease) in net assets resulting from operations                     4,333               20,815

Policy related transactions:
   Net premium payments, less sales charges and applicable
     premium taxes                                                                 76,196              114,287
   Contract terminations and surrenders                                                 -                    -
   Death benefit payments                                                               -                    -
   Policy loan transfers                                                                -                    -
   Transfers to other contracts                                                    (1,426)              (7,306)
   Cost of insurance and administration charges                                    (3,872)              (4,745)
   Surrender charges                                                                    -                    -
                                                                           ------------------------   ----------
Increase in net assets from policy related transactions                            70,898              102,236
                                                                           ------------------------   ----------
Total increase                                                                     75,231              123,051
                                                                           ------------------------   ----------
Net assets at December 31, 1998                                                   $75,231             $123,051
                                                                           ========================   ==========


(2) Commenced operations May 1, 1998.


See accompanying notes.
</TABLE>

<TABLE>
<CAPTION>
                                                                                 Putnam Voyager      Real Estate        SmallCap
                                                                                  Division (2)       Division (2)      Division (2)
                                                                           --------------------------------------------------------
<S>                                                                             <C>                <C>               <C>
Net assets at January 1, 1998                                                   $      -           $     -           $      -

Increase (decrease) in net assets
Operations:
   Net investment income (loss)                                                   (1,414)              811               (533)
   Net realized gains (losses) on investments                                         45               (64)               (75)
   Change in net unrealized appreciation/depreciation of investments             105,601              (320)            11,967
                                                                           --------------------------------------------------------
Net increase (decrease) in net assets resulting from operations                  104,232               427             11,359

Policy related transactions:
   Net premium payments, less sales charges and applicable
     premium taxes                                                               868,001            33,346            251,162
   Contract terminations and surrenders                                              (93)              (23)               (25)
   Death benefit payments                                                              -                 -                  -
   Policy loan transfers                                                          (2,429)                -               (241)
   Transfers to other contracts                                                  (32,669)             (406)            (3,354)
   Cost of insurance and administration charges                                  (37,442)           (1,622)            (8,251)
   Surrender charges                                                                 (52)              (13)               (14)
                                                                           --------------------------------------------------------
Increase in net assets from policy related transactions                          795,316            31,282            239,277
                                                                           --------------------------------------------------------
Total increase                                                                   899,548            31,709            250,636
                                                                           --------------------------------------------------------
Net assets at December 31, 1998                                                 $899,548           $31,709           $250,636
                                                                           ========================================================


(2) Commenced operations May 1, 1998.


See accompanying notes.
</TABLE>
<TABLE>
<CAPTION>
                                                                                  SmallCap Growth    SmallCap Value     Utilities
                                                                                   Division (2)       Division (2)     Division (2)
                                                                              ----------------------------------------------------
<S>                                                                             <C>                <C>               <C>
Net assets at January 1, 1998                                                   $    -             $      -          $     -

Increase (decrease) in net assets
Operations:
   Net investment income (loss)                                                     (385)               257              560
   Net realized gains (losses) on investments                                        (20)              (136)             372
   Change in net unrealized appreciation/depreciation of investments              31,970              5,416            2,337
                                                                              ----------------------------------------------------
Net increase (decrease) in net assets resulting from operations                   31,565              5,537            3,269

Policy related transactions:
   Net premium payments, less sales charges and applicable
     premium taxes                                                               193,803            145,362           53,396
   Contract terminations and surrenders                                              (22)               (28)               -
   Death benefit payments                                                              -                  -                -
   Policy loan transfers                                                               -                  -             (196)
   Transfers to other contracts                                                   (6,641)              (828)          (8,493)
   Cost of insurance and administration charges                                   (8,998)            (5,889)          (2,380)
   Surrender charges                                                                 (12)               (16)               -
                                                                              ----------------------------------------------------
Increase in net assets from policy related transactions                          178,130            138,601           42,327
                                                                              ----------------------------------------------------
Total increase                                                                   209,695            144,138           45,596
                                                                              ----------------------------------------------------
Net assets at December 31, 1998                                                 $209,695           $144,138          $45,596
                                                                              ====================================================


(2) Commenced operations May 1, 1998.


See accompanying notes.
</TABLE>
<PAGE>



                        Principal Life Insurance Company
                         Variable Life Separate Account

                 Statements of Changes in Net Assets (continued)

                     Years ended December 31, 1997 and 1996

<TABLE>
<CAPTION>
                                                                                                Aggressive
                                                                                                  Growth
                                                                                 Combined      Division (1)
                                                                             --------------------------------
<S>                                                                             <C>               <C>
Net assets at January 1, 1996                                                   $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               -

Increase (decrease) in net assets
Operations:
   Net investment income (loss)                                                   2,719,814         406,348
   Net realized gains on investments                                              1,992,490           2,207
   Change in net unrealized appreciation/depreciation of investments              2,414,102         (55,253)
                                                                             --------------------------------
Net increase (decrease) in net assets resulting from operations                   7,126,406         353,302

Policy related transactions:
   Net premium payments, less sales charges and applicable premium taxes         51,193,569       3,869,959
   Contract terminations and surrenders                                         (10,340,289)         (5,409)
   Death benefit payments                                                           (35,772)              -
   Policy loan transfers                                                           (990,280)        (12,314)
   Transfers to other contracts                                                 (14,297,011)        (56,802)
   Cost of insurance and administration charges                                  (4,726,082)       (225,959)
   Surrender charges                                                               (180,883)         (7,322)
                                                                             --------------------------------
Increase in net assets from policy related transactions                          20,623,252       3,562,153
                                                                             --------------------------------
Total increase                                                                   27,749,658       3,915,455
                                                                             --------------------------------
Net assets at December 31, 1997                                                  57,094,676       3,915,455


(1)   Commenced operations February 1, 1997.
(2)   Commenced operations May 1, 1998.

See accompanying notes.
</TABLE>

<TABLE>
<CAPTION>
                                                                              Asset                                       Capital
                                                                           Allocation        Balanced        Bond          Value
                                                                            Division         Division      Division       Division
                                                                               (1)
                                                                           ---------------------------------------------------------
<S>                                                                        <C>         <C>             <C>           <C>
Net assets at January 1, 1996                                              $     -     $ 2,794,881     $  922,511    $3,975,025

Increase (decrease) in net assets
Operations:
   Net investment income                                                         -        329,223         84,354        828,609
   Net realized gains on investments                                             -         20,387          2,798         36,486
   Change in net unrealized appreciation/depreciation of investments             -         77,334        (53,168)       247,560
                                                                           ---------------------------------------------------------
Net increase in net assets resulting from operations                             -        426,944         33,984      1,112,655

Policy related transactions:
   Net premium payments, less sales charges and applicable premium taxes         -      1,743,079        953,519      2,993,788
   Contract terminations and surrenders                                          -        (98,967)       (23,277)      (167,257)
   Death benefit payments                                                        -        (11,941)           (81)       (17,425)
   Policy loan transfers                                                         -         (9,028)       (21,841)      (153,962)
   Transfers to other contracts                                                  -       (161,403)      (115,001)      (217,253)
   Cost of insurance and administration charges                                  -       (325,580)      (103,879)      (481,237)
   Surrender charges                                                             -        (13,328)        (3,135)       (22,526)
                                                                           ---------------------------------------------------------
Increase in net assets from policy related transactions                          -      1,122,832        686,305      1,934,128
                                                                           ---------------------------------------------------------
Total increase                                                                   -      1,549,776        720,289      3,046,783
                                                                           ---------------------------------------------------------
Net assets at December 31, 1996                                                  -      4,344,657      1,642,800      7,021,808

Increase (decrease) in net assets
Operations:
   Net investment income (loss)                                             52,311        457,569        121,465        936,861
   Net realized gains on investments                                           549        236,637         18,598        342,684
   Change in net unrealized appreciation/depreciation of investments       (23,876)       104,396         55,567        895,157
                                                                           ---------------------------------------------------------
Net increase (decrease) in net assets resulting from operations             28,984        798,602        195,630      2,174,702

Policy related transactions:
   Net premium payments, less sales charges and applicable premium taxes   562,968      3,035,179      1,595,001      6,782,066
   Contract terminations and surrenders                                        (15)    (1,398,821)      (414,701)    (2,651,564)
   Death benefit payments                                                        -              -              -         (8,829)
   Policy loan transfers                                                    (6,314)      (145,315)       (55,770)      (183,175)
   Transfers to other contracts                                               (690)      (454,671)      (434,583)      (441,824)
   Cost of insurance and administration charges                            (23,132)      (450,585)      (250,798)      (827,795)
   Surrender charges                                                           (20)       (22,018)        (6,732)       (42,448)
                                                                           ---------------------------------------------------------
Increase in net assets from policy related transactions                    532,797        563,769        432,417      2,626,431
                                                                           ---------------------------------------------------------
Total increase                                                             561,781      1,362,371        628,047      4,801,133
                                                                           ---------------------------------------------------------
Net assets at December 31, 1997                                            561,781      5,707,028      2,270,847     11,822,941


(1)   Commenced operations February 1, 1997.
(2)   Commenced operations May 1, 1998.

See accompanying notes.
</TABLE>

<TABLE>
<CAPTION>
                                                                                    Fidelity      Fidelity Equity     Fidelity High
                                                                                   Contrafund     Income Division        Income
                                                                                  Division (1)          (1)           Division (1)
                                                                            ------------------------------------------------------
<S>                                                                            <C>               <C>                  <C>
Net assets at January 1, 1996                                                  $       -         $       -            $     -

Increase (decrease) in net assets
Operations:
   Net investment income                                                               -                 -                  -
   Net realized gains on investments                                                   -                 -                  -
   Change in net unrealized appreciation/depreciation of investments                   -                 -                  -
                                                                            ------------------------------------------------------
Net increase in net assets resulting from operations                                   -                 -                  -

Policy related transactions:
   Net premium payments, less sales charges and applicable premium taxes               -                 -                  -
   Contract terminations and surrenders                                                -                 -                  -
   Death benefit payments                                                              -                 -                  -
   Policy loan transfers                                                               -                 -                  -
   Transfers to other contracts                                                        -                 -                  -
   Cost of insurance and administration charges                                        -                 -                  -
   Surrender charges                                                                   -                 -                  -
                                                                            ------------------------------------------------------
Increase in net assets from policy related transactions                                -                 -                  -
                                                                            ------------------------------------------------------
Total increase                                                                         -                 -                  -
                                                                            ------------------------------------------------------
Net assets at December 31, 1996                                                        -                 -                  -

Increase (decrease) in net assets
Operations:
   Net investment income (loss)                                                   (6,014)           (3,260)            (1,353)
   Net realized gains on investments                                                 850               630              3,224
   Change in net unrealized appreciation/depreciation of investments             115,040            72,538             20,931
                                                                            ------------------------------------------------------
Net increase (decrease) in net assets resulting from operations                  109,876            69,908             22,802

Policy related transactions:
   Net premium payments, less sales charges and applicable premium taxes       2,125,905         1,018,045            369,108
   Contract terminations and surrenders                                             (666)             (740)              (262)
   Death benefit payments                                                              -                 -                  -
   Policy loan transfers                                                          (9,953)             (800)           (26,280)
   Transfers to other contracts                                                  (24,082)           (9,962)           (20,415)
   Cost of insurance and administration charges                                 (110,670)          (57,135)           (15,088)
   Surrender charges                                                                (901)           (1,002)              (355)
                                                                            ------------------------------------------------------
Increase in net assets from policy related transactions                        1,979,633           948,406            306,708
                                                                            ------------------------------------------------------
Total increase                                                                 2,089,509         1,018,314            329,510
                                                                            ------------------------------------------------------
Net assets at December 31, 1997                                                2,089,509         1,018,314            329,510


(1)   Commenced operations February 1, 1997.
(2)   Commenced operations May 1, 1998.

See accompanying notes.
</TABLE>
<PAGE>




                        Principal Life Insurance Company
                         Variable Life Separate Account

                 Statements of Changes in Net Assets (continued)

                     Years ended December 31, 1997 and 1996

<TABLE>
<CAPTION>
                                                                                   Government
                                                                                   Securities       Growth
                                                                                   Division (1)    Division (1)
                                                                             --------------------------------
<S>                                                                               <C>              <C>
Net assets at January 1, 1996                                                     $     -          $     -

Increase (decrease) in net assets
Operations:
   Net investment income                                                                -                -
   Net realized gains on investments                                                    -                -
   Change in net unrealized appreciation/depreciation of investments                    -                -
                                                                             --------------------------------
Net increase in net assets resulting from operations                                    -                -

Policy related transactions:
   Net premium payments, less sales charges and applicable premium taxes                -                -
   Contract terminations and surrenders                                                 -                -
   Death benefit payments                                                               -                -
   Policy loan transfers                                                                -                -
   Transfers to other contracts                                                         -                -
   Cost of insurance and administration charges                                         -                -
   Surrender charges                                                                    -                -
                                                                             --------------------------------
Increase in net assets from policy related transactions                                 -                -
                                                                             --------------------------------
Total increase                                                                          -                -
                                                                             --------------------------------
Net assets at December 31, 1996                                                         -                -

Increase (decrease) in net assets
Operations:
   Net investment income (loss)                                                     5,227           12,121
   Net realized gains on investments                                                   15              299
   Change in net unrealized appreciation/depreciation of investments               (3,162)          30,996
                                                                             --------------------------------
Net increase (decrease) in net assets resulting from operations                     2,080           43,416

Policy related transactions:
   Net premium payments, less sales charges and applicable premium taxes          109,941          938,351
   Contract terminations and surrenders                                                 -             (168)
   Death benefit payments                                                               -                -
   Policy loan transfers                                                                -              (73)
   Transfers to other contracts                                                    (1,786)          (1,396)
   Cost of insurance and administration charges                                    (6,014)         (58,369)
   Surrender charges                                                                    -             (228)
                                                                             --------------------------------
Increase in net assets from policy related transactions                           102,141          878,117
                                                                             --------------------------------
Total increase                                                                    104,221          921,533
                                                                             --------------------------------
Net assets at December 31, 1997                                                   104,221          921,533

(1)   Commenced operations February 1, 1997.
(2)   Commenced operations May 1, 1998.

See accompanying notes.
</TABLE>

<TABLE>
<CAPTION>
                                                                                  High                       International
                                                                                  Yield        International     SmallCap
                                                                                Division       Division (1)    Division (2)
                                                                             -------------------------------------------------
<S>                                                                             <C>            <C>                   <C>
Net assets at January 1, 1996                                                   $ 854,028      $       -             $-

Increase (decrease) in net assets
Operations:
   Net investment income                                                           99,843              -              -
   Net realized gains on investments                                                   70              -              -
   Change in net unrealized appreciation/depreciation of investments               34,507              -              -
                                                                             -------------------------------------------------
Net increase in net assets resulting from operations                              134,420              -              -

Policy related transactions:
   Net premium payments, less sales charges and applicable premium taxes          507,382              -              -
   Contract terminations and surrenders                                           (15,620)             -              -
   Death benefit payments                                                               -              -              -
   Policy loan transfers                                                            3,597              -              -
   Transfers to other contracts                                                   (56,488)             -              -
   Cost of insurance and administration charges                                   (99,942)             -              -
   Surrender charges                                                               (2,104)             -              -
                                                                             -------------------------------------------------
Increase in net assets from policy related transactions                           336,825              -              -
                                                                             -------------------------------------------------
Total increase                                                                    471,245              -              -
                                                                             -------------------------------------------------
Net assets at December 31, 1996                                                 1,325,273              -              -

Increase (decrease) in net assets
Operations:
   Net investment income (loss)                                                   151,360        108,949              -
   Net realized gains on investments                                               19,548            678              -
   Change in net unrealized appreciation/depreciation of investments              (27,928)      (165,660)             -
                                                                             -------------------------------------------------
Net increase (decrease) in net assets resulting from operations                   142,980        (56,033)             -

Policy related transactions:
   Net premium payments, less sales charges and applicable premium taxes        1,100,347      3,053,987              -
   Contract terminations and surrenders                                          (254,148)        (1,601)             -
   Death benefit payments                                                          (1,913)             -              -
   Policy loan transfers                                                          (38,855)       (20,879)             -
   Transfers to other contracts                                                   (56,489)      (102,897)             -
   Cost of insurance and administration charges                                  (121,092)      (154,140)             -
   Surrender charges                                                               (3,921)        (2,167)             -
                                                                             -------------------------------------------------
Increase in net assets from policy related transactions                           623,929      2,772,303              -
                                                                             -------------------------------------------------
Total increase                                                                    766,909      2,716,270              -
                                                                             -------------------------------------------------
Net assets at December 31, 1997                                                 2,092,182      2,716,270              -

(1)   Commenced operations February 1, 1997.
(2)   Commenced operations May 1, 1998.

See accompanying notes.
</TABLE>

<TABLE>
<CAPTION>
                                                                                                              MidCap       Money
                                                                                 MicroCap        MidCap       Growth       Market
                                                                                Division(2)     Division     Division(2)  Division
                                                                                ---------------------------------------------------
<S>                                                                              <C>        <C>               <C>      <C>
Net assets at January 1, 1996                                                    $-          $7,728,821       $-       $   402,869

Increase (decrease) in net assets
Operations:
   Net investment income                                                          -             275,691         -           39,013
   Net realized gains on investments                                              -             136,928         -                -
   Change in net unrealized appreciation/depreciation of investments              -           1,479,684         -                -
                                                                                ---------------------------------------------------
Net increase in net assets resulting from operations                              -           1,892,303         -           39,013

Policy related transactions:
   Net premium payments, less sales charges and applicable premium taxes          -           6,727,306         -        5,470,736
   Contract terminations and surrenders                                           -            (390,394)        -          (27,352)
   Death benefit payments                                                         -              (7,786)        -                -
   Policy loan transfers                                                          -            (276,069)        -          (16,374)
   Transfers to other contracts                                                   -            (785,468)        -       (4,244,966)
   Cost of insurance and administration charges                                   -          (1,131,138)        -         (314,760)
   Surrender charges                                                              -             (52,577)        -           (3,684)
                                                                                ---------------------------------------------------
Increase in net assets from policy related transactions                           -           4,083,874         -          863,600
                                                                                ---------------------------------------------------
Total increase                                                                    -           5,976,177         -          902,613
                                                                                ---------------------------------------------------
Net assets at December 31, 1996                                                   -         13,704,998          -        1,305,482

Increase (decrease) in net assets
Operations:
   Net investment income (loss)                                                   -             383,525         -           94,705
   Net realized gains on investments                                              -           1,366,571         -                -
   Change in net unrealized appreciation/depreciation of investments              -           1,395,356         -                -
                                                                                ---------------------------------------------------
Net increase (decrease) in net assets resulting from operations                   -           3,145,452         -           94,705

Policy related transactions:
   Net premium payments, less sales charges and applicable premium taxes          -          11,608,767         -       15,023,945
   Contract terminations and surrenders                                           -          (5,304,517)        -         (307,677)
   Death benefit payments                                                         -             (25,030)        -                -
   Policy loan transfers                                                          -            (430,694)        -          (59,858)
   Transfers to other contracts                                                   -          (1,619,014)        -      (11,072,400)
   Cost of insurance and administration charges                                   -          (1,777,795)        -         (647,510)
   Surrender charges                                                              -             (85,538)        -           (8,231)
                                                                                ---------------------------------------------------
Increase in net assets from policy related transactions                           -           2,366,179         -        2,928,269
                                                                                ---------------------------------------------------
Total increase                                                                    -           5,511,631         -        3,022,974
                                                                                ---------------------------------------------------
Net assets at December 31, 1997                                                   -          19,216,629         -        4,328,456

(1)   Commenced operations February 1, 1997.
(2)   Commenced operations May 1, 1998.

See accompanying notes.
</TABLE>
<PAGE>



                        Principal Life Insurance Company
                         Variable Life Separate Account

                          Notes to Financial Statements

                                December 31, 1998


1. Investment and Accounting Policies

Principal Life Insurance  Company  Variable Life Separate  Account (the Separate
Account) is a segregated  investment account of Principal Life Insurance Company
(Principal  Life,  formerly  Principal  Mutual Life  Insurance  Company)  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  contractholders,   each  division  of  the  Separate  Account  invests
exclusively  in shares  representing  interests  in a  corresponding  investment
option. As of December 31, 1998,  contractholder  investment options include the
following  diversified  open-end  management  investment  companies:   Principal
Variable  Contracts Fund, Inc.,  organized by Principal Life:  Aggressive Growth
Account, Asset Allocation Account, Balanced Account, Bond Account, Capital Value
Account,  Government  Securities  Account,  Growth Account,  High Yield 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 Variable  Insurance  Products Fund:  Equity Income Portfolio;  Fidelity
Variable Insurance  Products Fund: High Income Portfolio;  Putnam Variable Trust
Global  Asset  Allocation  Fund,  Putnam  Variable  Trust  Vista Fund and Putnam
Variable  Trust  Voyager Fund.  Investments  are stated at the closing net asset
values per share on December 31, 1998.

The Principal  Variable Contracts Fund, Inc. (the Fund) was formed on January 1,
1998.  Prior to that date the  accounts  of the Fund were  reported  as separate
mutual  funds.  This  reorganization  resulted  in  changes  to the names of the
following investment options:
<TABLE>
<CAPTION>
                Former Name                                 Name Subsequent to Reorganization
      ------------------------------------------            ---------------------------------
      <S>                                                   <C>
      Principal Aggressive Growth Fund, Inc.                Aggressive Growth Account
      Principal Asset Allocation Fund, Inc.                 Asset Allocation Account
      Principal Balanced Fund, Inc.                         Balanced Account
      Principal Bond Fund, Inc.                             Bond Account
      Principal Capital Accumulation Fund, Inc.             Capital Accumulation Account
      Principal Emerging Growth Fund, Inc.                  Emerging Growth Account
      Principal Government Securities Fund, Inc.            Government Securities Account
      Principal Growth Fund, Inc.                           Growth Account
      Principal High Yield Fund, Inc.                       High Yield Account
      Principal Money Market Fund, Inc.                     Money Market Account
      Principal World Fund, Inc.                            World Account

Effective  May 1,  1998,  the  following  names  within the  Principal  Variable
Contracts Fund, Inc. were changed:
</TABLE>
<TABLE>
<CAPTION>
                Former Name                                      Name as Changed
      ------------------------------------------            ---------------------------------
      <S>                                                   <C>
      Capital Accumulation Account                          Capital Value Account
      Emerging Growth Account                               MidCap Account
      World Account                                         International Account
</TABLE>
<PAGE>



                        Principal Life Insurance Company
                         Variable Life Separate Account

                    Notes to Financial Statements (continued)


1. Investment and Accounting Policies (continued)

On May 1, 1998,  Principal Life increased  contractholder  investment options to
include:   Principal  Variable  Contracts  Fund,  Inc.:  International  SmallCap
Account,  MicroCap Account, MidCap Growth Account, Real Estate Account, SmallCap
Account,  SmallCap Growth Account, SmallCap Value Account and Utilities Account;
Putnam Variable Trust Global Asset Allocation Fund,  Putnam Variable Trust Vista
Fund and Putnam Variable Trust Voyager Fund.

On February 1, 1997, Principal Life began offering a new product, PrinFlex Life.
This product  increased  the  contractholder  investment  options to include the
following  accounts of the Principal  Variable  Contracts Fund, Inc. (as renamed
pursuant to the  organization of the Fund):  Aggressive  Growth  Account,  Asset
Allocation Account, Government Securities Account, Growth Account, International
Account;  Fidelity Variable  Insurance  Products Fund II: Contrafund  Portfolio;
Fidelity Variable Insurance Products Fund: Equity Income Portfolio; and Fidelity
Insurance Products Fund: High Income Portfolio.

Effective July 1, 1998,  Principal  Mutual Life Insurance  Company (the Company)
formed  a  mutual  insurance  holding  company  and  converted  to a stock  life
insurance  company.  With the  conversion,  the  Company's  name was  changed to
Principal Life Insurance Company.

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.


2. Expenses and Policy Charges

Principal Life is compensated for the following expenses and charges:

   Flex  Variable  Life  Contracts -  Mortality  and  expense  risks  assumed by
   Principal Life 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
   $227,302,  $210,067,  and  $2,225,738,   respectively,   in  1998;  $236,727,
   $277,142, and $2,832,278,  respectively, in 1997; and $160,075, $231,648, and
   $2,224,888, respectively, in 1996. A sales charge of 5.0% and a tax charge of
   2.0% is deducted  from each payment made on behalf of each  participant.  The
   sales and tax charge is deducted from the payments by Principal Life 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  (beginning  in 1997) - Mortality and expense risks
   assumed by Principal Life 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: $509,501,  $995,778
   and $7,267,150,  respectively, in 1998; and $86,725, $230,502 and $1,386,160,
   respectively, in 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.  A tax charge of 2.2% for state
   and  local  taxes  and 1.25% for  federal  taxes is also  deducted  from each
   payment on behalf of each  participant.  The sales and tax charge is deducted
   from  contributions by Principal Life 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
Life. Under current practice, no federal income taxes are allocated by Principal
Life to the operations of the Separate Account.


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, 1998
                                                 Units            Amount          Units           Amount
                                               Purchased        Purchased        Redeemed        Redeemed
                                            -------------- ----------------- -------------- -----------------
<S>                                            <C>             <C>              <C>             <C>
   Aggressive Growth Division:
     PrinFlex Life                               861,317       $12,227,704        211,314       $ 2,857,454
   Asset Allocation Division:
     PrinFlex Life                               131,206         1,668,350         53,260           645,589
   Balanced Division:
     Flex Variable Life                           36,816         1,264,339         71,643         2,030,576
     PrinFlex Life                               490,842         6,352,561        138,126         1,693,746
                                            -------------- ----------------- -------------- -----------------
                                                 527,658         7,616,900        209,769         3,724,322
   Bond Division:
     Flex Variable Life                           55,198         1,406,724         53,470         1,271,250
     PrinFlex Life                               174,764         2,098,649         49,437           565,502
                                            -------------- ----------------- -------------- -----------------
                                                 229,962         3,505,373        102,907         1,836,752
   Capital Value Division:
     Flex Variable Life                           69,516         2,942,517         96,955         3,533,172
     PrinFlex Life                             1,007,229        14,488,359        257,693         3,491,448
                                            -------------- ----------------- -------------- -----------------
                                               1,076,745        17,430,876        354,648         7,024,620

   Fidelity Contrafund Division:
     PrinFlex Life                               457,546       $  6,291,010       120,504       $ 1,610,333
   Fidelity Equity Income Division:
     PrinFlex Life                               361,409          4,781,646        86,079         1,119,347
   Fidelity High Income Division:
     PrinFlex Life                               109,968          1,310,358        41,948           482,536
   Government Securities Division:
     PrinFlex Life                               286,524          3,395,601        19,932           228,122
   Growth Division:
     PrinFlex Life                               303,006          4,142,276        55,628           748,373
   High Yield Division:
     Flex Variable Life                           29,675            857,141        20,132           455,939
   International Division:
     PrinFlex Life                               530,953          6,632,041       131,554         1,545,576
   International SmallCap Division:
     PrinFlex Life                                38,901            334,880         3,976            33,554
   MicroCap Division:
     PrinFlex Life                                19,585            159,179         1,311            10,213
   MidCap Division:
     Flex Variable Life                          103,942          4,846,657       183,301         7,449,571
     PrinFlex Life                               943,646         12,430,779       229,365         2,824,456
                                            -------------- ----------------- -------------- ----------------
                                               1,047,588         17,277,436       412,666        10,274,027

   Mid-Cap Growth Division:
     PrinFlex Life                                34,735            306,597         2,195            18,952
   Money Market Division:
     Flex Variable Life                           39,955            657,300        49,712           795,271
     PrinFlex Life                             3,322,020         35,876,706     2,964,012        31,732,075
                                            -------------- ----------------- -------------- ----------------
                                               3,361,975         36,534,006     3,013,724        32,527,346

   Putnam Global Asset Allocation
     Division:
     PrinFlex Life                                 7,867             76,195           562             5,417
   Putnam Vista Division;
     PrinFlex Life                                13,042            114,287         1,330            12,225
   Putnam Voyager Division:
     PrinFlex Life                                90,896            868,001         7,931            74,099
   Real Estate Division:
     PrinFlex Life                                 3,623             34,212           233             2,119
   SmallCap Division:
     PrinFlex Life                                33,031            251,186         1,679            12,442
   SmallCap Growth Division:
     PrinFlex Life                                22,252            193,803         1,822            16,058
   SmallCap Value Division:
     PrinFlex Life                                17,813            145,873           878             7,015
   Utilities Division:
     PrinFlex Life                                 4,976             54,019         1,032            11,132
                                            ============== ================= ============== ================
                                               9,602,253       $126,208,950     4,857,014       $65,283,562
                                            ============== ================= ============== ================

</TABLE>
<PAGE>



                        Principal 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, 1997
                                                 Units            Amount          Units           Amount
                                               Purchased        Purchased        Redeemed        Redeemed
                                            -------------- ----------------- -------------- -----------------
<S>                                            <C>            <C>              <C>             <C>
   Aggressive Growth Division:
     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 Value 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
   Fidelity Contrafund 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
   International Division:
     PrinFlex Life                               273,767        3,172,214         26,010           290,962
   MidCap 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
   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
                                            ============== ================ ============== =================
                                               3,828,878      $54,236,836      1,781,233       $30,893,769
                                            ============== ================ ============== =================

</TABLE>
<PAGE>



                        Principal 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
                                               Purchased        Purchased        Redeemed        Redeemed
                                            -------------- ----------------- -------------- -----------------
<S>                                              <C>          <C>                <C>            <C>
   Balanced Division:
     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 Value Division:
     Flex Variable Life                          126,497        3,858,566         44,900         1,095,829
   High Yield Division:
     Flex Variable Life                           28,126          615,083          9,553           178,415
   MidCap Division:
     Flex Variable Life                          224,022        7,077,421         89,178         2,717,856
   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
                                            ============== ================ ============== =================
</TABLE>


5. Net Assets

Net assets at December 31, 1998 consisted of the following:
<TABLE>
<CAPTION>
                                                                               Accumulated     Net Unrealized
                                                                                 Net            Appreciation
                                                                 Unit          Investment     (Depreciation) of
                                              Combined        Transactions      Incom           Investments
                                         --------------------------------------------------------------------
<S>                                         <C>             <C>              <C>              <C>
      Aggressive Growth Division:
        PrinFlex Life                       $ 14,244,041    $ 12,603,157     $  749,015       $  891,869
      Asset Allocation Division:
        PrinFlex Life                          1,592,829       1,522,712         83,936          (13,819)
      Balanced Division:
        Flex Variable Life                     3,796,104       2,805,763        510,067          480,274
        PrinFlex Life                          6,083,085       5,718,082        307,823           57,180
                                         --------------------------------------------------------------------
                                               9,879,189       8,523,845        817,890          537,454
      Bond Division:
        Flex Variable Life                     1,948,335       1,758,798        140,086           49,451
        PrinFlex Life                          2,004,910       1,939,366         88,541          (22,997)
                                         --------------------------------------------------------------------
                                               3,953,245       3,698,164        228,627           26,454
      Capital Value Division:
        Flex Variable Life                     8,736,005       5,950,992      1,178,313        1,606,700
        PrinFlex Life                         14,235,937      13,305,012        614,978          315,947
                                         --------------------------------------------------------------------
                                              22,971,942      19,256,004      1,793,291        1,922,647
      Fidelity Contra Fund Division:
        PrinFlex Life                          8,023,001       6,582,486         85,254        1,355,261
      Fidelity Equity Income Division:
        PrinFlex Life                          4,905,541       4,568,651         45,052          291,838

      Fidelity High Income Division:
        PrinFlex Life                       $  1,064,791    $  1,095,509     $   29,715       $  (60,433)
      Government Securities Division:
        PrinFlex Life                          3,266,712       3,180,086         96,146           (9,520)
      Growth Division:
        PrinFlex Life                          4,760,835       4,223,648         69,178          468,009
      High Yield Division:
        Flex Variable Life                     2,269,099       2,134,677        378,722         (244,300)
      International Division:
        PrinFlex Life                          7,800,249       7,630,149        343,828         (173,728)
      International SmallCap Division:
        PrinFlex Life                            316,190         301,071            107           15,012
      MicroCap Division:
        PrinFlex Life                            149,378         148,011            274            1,093
      Mid-Cap Division:
        Flex Variable Life                    11,460,175       8,300,875        599,642        2,559,658
        PrinFlex Life                         14,003,435      13,765,286        696,788         (458,639)
                                         --------------------------------------------------------------------
                                              25,463,610      22,066,161      1,296,430        2,101,019

      MidCap Growth Division:
        PrinFlex Life                            315,903         288,492           (598)          28,009
      Money Market Division:
        Flex Variable Life                       362,873         355,161          7,712                -
        PrinFlex Life                          7,972,243       7,927,870         44,373                -
                                         --------------------------------------------------------------------
                                               8,335,116       8,283,031         52,085                -

      Putnam Global Asset Allocation
        Division:
        PrinFlex Life                             75,231          71,030           (112)           4,313
      Putnam Vista Division:
        PrinFlex Life                            123,051         102,469           (155)          20,737
      Putnam Voyager Division:
        PrinFlex Life                            899,548         795,242         (1,295)         105,601
      Real Estate Division:
        PrinFlex Life                             31,709          31,269            760             (320)
      SmallCap Division:
        PrinFlex Life                            250,636         239,177           (508)          11,967
      SmallCap Growth Division:
        PrinFlex Life                            209,695         178,079           (354)          31,970
      SmallCap Value Division:
        PrinFlex Life                            144,138         138,477            245            5,416
      Utilities Division:
        PrinFlex Life                             45,596          42,810            449            2,337
                                         ====================================================================
                                            $121,091,275    $107,704,407     $6,067,982       $7,318,886
                                         ====================================================================
</TABLE>
<PAGE>



                        Principal 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  Life and other service  providers do
not properly  process and calculate  date-related  information and data from and
after January 1, 2000. In 1995, Principal Life began investigating the potential
impact of the Year  2000 on its  systems,  procedures,  customers  and  business
processes.  The  Year  2000  assessment  that  was  completed  in 1996  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.

Principal  Life will continue to use internal and external  resources to modify,
replace  and test  its  systems.  Management  estimates  100% of the  identified
modifications   to  mission   critical   systems  and  99%  of  the   identified
modifications  to other  systems have been  completed for its Year 2000 project.
The project  completion is scheduled to occur prior to any anticipated impact on
Principal Life's operations.

Principal  Life and the  Separate  Account face the risk that one or more of its
critical  suppliers or customers  (external  relationships)  will not be able to
interact  with them due to the third  party's  inability to resolve its own Year
2000  issues.   Principal   Life  has   completed   its  inventory  of  external
relationships  and is attempting to determine the overall Year 2000 readiness of
its external  relationships.  Principal Life is engaged in discussions  with the
third parties and is requesting information as to those parties' Year 2000 plans
and  state of  readiness.  Principal  Life,  however,  does not have  sufficient
information  at the  current  time  to  predict  whether  all  of  its  external
relationships will be Year 2000 ready.

While  Principal  Life believes  that it has  addressed its Year 2000  concerns,
Principal Life has begun to develop contingency/recovery plans aimed at ensuring
the continuity of critical business  functions before, on and after December 31,
1999. Principal Life expects  contingency/recovery  planning to be substantially
complete  by April 1, 1999.  The Year 2000  contingency  plans will be  reviewed
periodically throughout 1999 and revised as needed.  Principal Life believes its
Year 2000  contingency  plans  coupled with  existing  "disaster  recovery"  and
"business resumption" plans minimize the impact Year 2000 issues may have on the
organization.

<PAGE>

                        Principal Life Insurance Company

                      Consolidated Statements of Operations
                                   (Unaudited)


                                                             Three Months Ended
                                                               March 31, 1999

                                                                (In Millions)

Revenue
Premiums and other considerations                                  $   737
Fees and other income                                                  269
Net investment income                                                  674
Net realized capital gains                                             236
Contribution from closed block                                           3

Total revenue                                                        1,919

Expenses
Policy and contract benefits                                         1,005
Change in future policy benefits and                                    34
         contractholder funds
Dividends to policyholders                                               5
Operating expenses                                                     434

Total expenses                                                       1,478


Income before income taxes                                             441

Income taxes                                                           147

Net income                                                         $   294






                        Principal Life Insurance Company

                  Consolidated Statements of Financial Position
                                   (Unaudited)

                                                                      March 31,
                                                                        1999

                                                                   (In Millions)

Assets
Fixed maturities, available-for-sale                                   $21,187
Equity securities, available-for sale                                      937
Mortgage loans                                                          12,258
Real estate                                                              2,673
Policy loans                                                                25
Other investments                                                          290

     Total investments                                                  37,370
Cash and cash equivalents                                                  155
Accrued investment income                                                  372
Deferred policy acquisition costs                                          542
Property and equipment                                                     345
Goodwill and other intangibles                                             169
Premiums due and other receivables                                         295
Mortgage loan servicing rights                                             925
Closed block assets                                                      4,240
Separate account assets                                                 29,976
Other assets                                                               596

Total assets                                                           $74,985



Liabilities
Contractholder funds                                                   $23,868
Future policy benefits and claims                                        7,140
Other policyowner funds                                                    293
Short-term debt                                                             25
Long-term debt                                                             660
Income taxes currently payable                                             115
Deferred income taxes                                                      393
Closed block liabilities                                                 5,297
Separate account liabilities                                            29,976
Other liabilities                                                        1,955

Total liabilities                                                       69,722

Equity
Common stock, par value $1 per share - authorized 5,000,000                  3
     shares, issued and outstanding 2,500,000 shares (wholly owned
      indirectly by Principal Mutual Holding Company)
Retained earnings                                                        4,844
Accumulated other comprehensive income
     Net unrealized gains on available-for-sale securities                 450
     Net foreign currency translation adjustment                           (34)

Total equity                                                             5,263

Total liabilities and equity                                           $74,985






                        Principal Life Insurance Company

                 Consolidated Statements of Stockholder's Equity
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                               Net Unrealized      Net Foreign
                                                                                  Gains on          Currency          Total
                                                    Common        Retained     Available-for-      Translation     Stockholder's
                                                     Stock        Earnings     Sale Securities     Adjustment         Equity

                                                                                  (In Millions)

<S>                  <C> <C>                          <C>          <C>                <C>             <C>              <C>
Balances at December 31, 1998                         $3           $4,749             $746            ($29)            $5,469

     Net income                                                       294               --              --                294
     Increase in unrealized appreciation on debt
         securities available-for-sale                                 --             (380)             --               (380)
     Increase in unrealized appreciation on equity
         securities available-for-sale                                 --             (138)             --               (138)
     Adjustments for assumed changes in
         amortization pattern:
          Deferred acquisition costs                                   --               69              --                 69
          Unearned revenue reserves                                    --               (8)             --                 (8)
     Provision for deferred income taxes                               --              161              --                161
     Change in foreign currency translation
          adjustment, net                                              --               --              (5)                (5)
     Dividend to parent holding company                              (199)                                               (199)

Comprehensive income                                                                                                     (206)

Balances at March 31, 1999                            $3           $4,844             $450            ($34)            $5,263

</TABLE>

                        Principal Life Insurance Company

                   Notes to Consolidated Financial Statements
                    for the Three Months Ended March 31, 1999
                                   (Unaudited)


1. Basis of Presentation

The  accompanying  consolidated  financial  statements  have  been  prepared  in
accordance with generally accepted  accounting  principals for interim financial
information and the  instructions to Article 10 of Regulation S-X.  Accordingly,
they do not include all the information and notes required by generally accepted
accounting  principles  for  complete  financial  statements.  In the opinion of
management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included.  Operating results for the
three month period ended March 31, 1999 are not  necessarily  indicative  of the
results that may be expected for the year ending  December 31, 1999. For further
information,  refer to the accompanying  consolidated  financial  statements and
notes thereto for the year ended December 31, 1998.

<PAGE>

                         Report of Independent Auditors




The Board of Directors
Principal Life Insurance Company


We have audited the accompanying  consolidated  statements of financial position
of Principal  Life  Insurance  Company (the  Company,  an indirect  wholly-owned
subsidiary of Principal Mutual Holding Company),  formerly Principal Mutual Life
Insurance  Company,   as  of  December  31,  1998  and  1997,  and  the  related
consolidated  statements of operations,  stockholder's equity and cash flows for
each of the three years in the period ended December 31, 1998.  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 Principal Life
Insurance Company at December 31, 1998 and 1997, and the consolidated results of
its  operations  and its cash  flows for each of the three  years in the  period
ended  December 31, 1998,  in  conformity  with  generally  accepted  accounting
principles.


/s/ Ernst & Young LLP

Des Moines, Iowa
January 29, 1999




                        Principal Life Insurance Company

                      Consolidated Statements of Operations




                                              Year ended December 31
                                         1998          1997          1996
                                        ---------------------------------------
                                                   (In Millions)
Revenue
Premiums and annuity and other
     considerations                      $3,409        $4,668        $5,121
Policy and contract charges                 780           682           572
Net investment income                     2,821         2,948         2,905
Net realized capital gains                  466           176           388
Commissions and other income                208           199           150
Contribution from the closed block           13             -             -
                                        ---------------------------------------
Total revenue                             7,697         8,673         9,136

Expenses
Benefits, claims and settlement
     expenses                             4,777         5,632         6,087
Dividends to policyholders                  155           299           299
Operating expenses                        2,026         2,047         1,920
                                        ---------------------------------------
                                        ---------------------------------------
Total expenses                            6,958         7,978         8,306
                                        ---------------------------------------

Income before income taxes                  739           695           830

Income taxes                                 44           241           304
                                        ---------------------------------------
                                        =======================================
Net income                              $   695       $   454       $   526
                                        =======================================



See accompanying notes.


<PAGE>


                        Principal Life Insurance Company

                  Consolidated Statements of Financial Position




                                                   December 31
                                                1998         1997
                                            ---------------------------
                                            ---------------------------
                                                  (In Millions)

Assets
Fixed maturities, available-for-sale           $21,006      $21,546
Equity securities, available-for-sale            1,102        1,273
Mortgage loans                                  12,091       13,286
Real estate                                      2,691        2,632
Policy loans                                        25          749
Other investments                                  349          130
Cash and cash equivalents                          461          546
Accrued investment income                          375          457
Deferred policy acquisition costs                  456        1,057
Property held for Company use                      246          232
Closed block assets                              4,251            -
Separate account assets                         29,009       23,627
Other assets                                     1,881        1,519
                                            ---------------------------
                                            ===========================
Total assets                                   $73,943      $67,054
                                            ===========================
                                            ===========================

Liabilities
Contractholder funds                           $23,339      $23,179
Future policy benefits and claims                7,082       11,239
Other policyholder funds                           249          314
Policyholder dividends payable                      44          444
Debt                                               671          459
Income taxes currently payable                      27          298
Deferred income taxes                              497          803
Closed block liabilities                         5,299            -
Separate account liabilities                    29,009       23,560
Other liabilities                                2,257        1,474
                                            ---------------------------
                                            ---------------------------
Total liabilities                               68,474       61,770

Stockholder's equity
Common stock, par value $1 per share - authorized  5,000,000 shares,  issued and
   outstanding 2,500,000 shares (wholly owned indirectly by Principal Mutual
   Holding Company)                                             3            -
Retained earnings                                           4,749        4,257
Accumulated other comprehensive income:
   Net unrealized gains on available-for-sale securities      746        1,038
   Net foreign currency translation adjustment                (29)         (11)
                                                         -----------------------
                                                         -----------------------
Total stockholder's equity                                  5,469        5,284
                                                         -----------------------
                                                         =======================
Total liabilities and stockholder's equity                $73,943      $67,054
                                                         =======================


See accompanying notes.


<PAGE>


                        Principal Life Insurance Company

                 Consolidated Statements of Stockholder's Equity


<TABLE>
<CAPTION>
                                                                    Net Unrealized     Net Foreign
                                                                       Gains on         Currency          Total
                                            Common     Retained   Available-for-Sale   Translation    Stockholder's
                                             Stock     Earnings       Securities       Adjustment         Equity
                                          ----------------------------------------------------------------------------
                                                                         (In Millions)

<S>                                          <C>        <C>              <C>               <C>            <C>
   Balances at January 1, 1996               $ -        $3,277           $1,336            $ (7)          $4,606
   Comprehensive income:
     Net income                                -           526                -               -              526
     Decrease in unrealized appreciation
       on fixed maturities,                    -             -             (543)              -             (543)
       available-for-sale
     Decrease in unrealized appreciation
       on equity securities,                   -             -             (262)              -             (262)
       available-for-sale
     Adjustments for assumed changes in
          amortization patterns:
       Deferred policy acquisition costs       -             -               83               -               83
       Unearned revenue reserves               -             -              (11)              -              (11)
     Provision for deferred income tax         -             -              257               -              257
       benefit
     Change in net foreign currency
       translation adjustment                  -             -                -              (2)              (2)
                                                                                                          ------------
   Comprehensive income                        -                                                              48
                                          ----------------------------------------------------------------------------
   Balances at December 31, 1996               -         3,803              860              (9)           4,654
   Comprehensive income:
     Net income                                -           454                -               -              454
     Increase in unrealized appreciation
       on fixed maturities,                    -             -              197               -              197
       available-for-sale
     Increase in unrealized appreciation
       on equity securities,                   -             -              118               -              118
       available-for-sale
     Adjustments for assumed changes in
       amortization patterns:                  -
       Deferred policy acquisition costs       -             -              (44)              -              (44)
       Unearned revenue reserves               -             -                4               -                4
     Provision for deferred income taxes       -             -              (97)              -              (97)
     Change in net foreign currency
       translation adjustment                  -             -                -              (2)              (2)
                                                                                                          ------------
   Comprehensive income                                                                                      630
                                          ----------------------------------------------------------------------------
   Balances at December 31, 1997               -         4,257            1,038             (11)           5,284
</TABLE>



<PAGE>


                        Principal Life Insurance Company

           Consolidated Statements of Stockholder's Equity (continued)



<TABLE>
<CAPTION>
                                                                    Net Unrealized       Net Foreign
                                                                       Gains on           Currency            Total
                                            Common     Retained   Available-for-Sale     Translation      Stockholder's
                                             Stock     Earnings       Securities         Adjustment          Equity
                                          -------------------------------------------------------------------------------
                                                                          (In Millions)

<S>                                          <C>        <C>              <C>                 <C>               <C>
   Balances at January 1, 1998               $ -        $4,257           $1,038              $(11)             $5,284
   Comprehensive income:
     Net income                                -           695               -                  -                 695
     Decrease in unrealized appreciation
       on fixed maturities,                    -             -            (203)                 -                (203)
       available-for-sale
     Decrease in unrealized appreciation
       on equity securities,
       available-for-sale, including
       seed money in separate accounts         -             -            (292)                 -                (292)
     Adjustments for assumed changes in
       amortization patterns:
       Deferred policy acquisition costs       -             -              37                  -                  37
       Unearned revenue reserves               -             -              (4)                 -                  (4)
     Provision for deferred income tax         -             -             170                  -                 170
       benefit
     Change in net foreign currency
       translation adjustment                  -             -               -                (18)                (18)
     Issuance of 2,500,000 shares of
       common stock to parent holding          3            (3)              -                  -                   -
       company
     Dividend to parent holding company        -          (200)              -                  -                (200)
                                                                                                               ----------
   Comprehensive income                                                                                           185
                                          ===============================================================================
   Balances at December 31, 1998             $ 3        $4,749            $746               $(29)             $5,469
                                          ===============================================================================


See accompanying notes.
</TABLE>

<PAGE>


                        Principal Life Insurance Company

                      Consolidated Statements of Cash Flows



<TABLE>
<CAPTION>
                                                                              Year ended December 31
                                                                          1998         1997         1996
                                                                      ---------------------------------------
                                                                                  (In Millions)
<S>                                                                   <C>            <C>         <C>
Operating activities
Net income                                                            $     695      $   454     $     526
Adjustments to reconcile net income to net cash provided by
   operating activities:
   Amortization of deferred policy acquisition costs                        114          170           178
   Additions to deferred policy acquisition costs                          (173)        (213)         (215)
   Gain on sales of subsidiaries                                             (6)         (14)            -
   Accrued investment income                                                 24            7            15
   Contractholder and policyholder liabilities and dividends
                                                                          1,538        1,401         1,667
   Current and deferred income taxes                                       (265)          96            20
   Net realized capital gains                                              (466)        (176)         (388)
   Depreciation and amortization expense                                    133          117           112
   Other                                                                   (197)        (403)         (253)
   Change in closed block operating assets and
     liabilities, net                                                       230            -             -
                                                                      ---------------------------------------
                                                                      ---------------------------------------
Net adjustments                                                             932          985         1,136
                                                                      ---------------------------------------
Net cash provided by operating activities                                 1,627        1,439         1,662

Investing activities Available-for-sale securities:
   Purchases                                                             (7,141)      (7,478)      (11,876)
   Sales                                                                  5,684        7,475         9,089
   Maturities                                                             1,377        1,204         2,796
Mortgage loans acquired or originated                                   (14,162)      (9,925)       (2,955)
Mortgage loans sold or repaid                                            14,414        8,977         1,619
Real estate acquired                                                       (436)        (309)         (166)
Real estate sold                                                            662          198           253
Proceeds from sales of subsidiaries                                          96           35             -
Purchases of interest in subsidiaries, net of cash acquired                (218)         (99)          (51)
Net change in policy loans                                                  (12)         (13)          (25)
Net change in property held for Company use                                 (57)         (11)          (18)
Net change in other investments                                            (270)         (68)          (74)
Change in closed block investments, net                                    (201)           -             -
                                                                      ---------------------------------------
Net cash used in investing activities                                      (264)         (14)       (1,408)

</TABLE>


<PAGE>


                        Principal Life Insurance Company

                Consolidated Statements of Cash Flows (continued)


<TABLE>
<CAPTION>
                                                                              Year ended December 31
                                                                          1998         1997         1996
                                                                      ---------------------------------------
                                                                                  (In Millions)
<S>                                                                    <C>           <C>        <C>
Financing activities
Issuance of debt                                                       $     243     $     75   $       43
Principal repayments of debt                                                 (51)         (28)         (29)
Proceeds of short-term borrowings                                          8,628        5,089        1,451
Repayment of short-term borrowings                                        (8,924)      (4,974)      (1,282)
Dividend paid to parent holding company                                     (140)           -            -
Investment contract deposits                                               5,854        4,134        4,221
Investment contract withdrawals                                           (7,058)      (5,446)      (4,682)
                                                                      ---------------------------------------
Net cash used in financing activities                                     (1,448)      (1,150)        (278)
                                                                      ---------------------------------------

Net increase (decrease) in cash and cash equivalents                         (85)         275          (24)

Cash and cash equivalents at beginning of year                               546          271          295
                                                                      =======================================
Cash and cash equivalents at end of year                               $     461      $   546    $     271
                                                                      =======================================
</TABLE>

Schedule of noncash  operating and investing  activities  The following  noncash
assets and liabilities were transferred to the
   Closed  Block  as a  result  of the  July  1,  1998  mutual  holding  company
   formation:
   Operating activities:
     Accrued investment income                   $      59
     Deferred policy acquisition costs                 697
     Other assets                                       12
     Future policy benefits and claims              (4,545)
     Other policyholder funds                           (7)
     Policyholder dividends payable                   (388)
     Other liabilities                                (173)
                                                 ------------
   Total noncash operating activities (4,345) Investing activities:
     Fixed maturities, available-for-sale            1,562
     Mortgage loans                                  1,027
     Policy loans                                      736
     Other investments                                   1
                                                 ------------
   Total noncash investing activities                3,326
                                                 ============
   Total noncash operating and investing activities $(1,019)
                                                 =============

Net transfer of noncash assets and liabilities of Principal Health
   Care Inc. on April 1, 1998 in exchange for common shares of
   Coventry Health Care, Inc.                      $   (160)
                                                 =============


See accompanying notes.


<PAGE>


                        Principal Life Insurance Company

                   Notes to Consolidated Financial Statements

                                December 31, 1998




1. Nature of Operations and Significant Accounting Policies

Reorganization

Effective July 1, 1998,  Principal Mutual Life Insurance Company formed a mutual
insurance holding company  (Principal Mutual Holding Company) and converted to a
stock life insurance  company  (Principal  Life Insurance  Company).  All of the
shares  of  Principal  Life  Insurance  Company  (the  Company)  were  issued to
Principal Mutual Holding Company through two newly formed  intermediate  holding
companies,  Principal  Financial Group, Inc. and Principal  Financial  Services,
Inc. The  reorganization  itself did not have a material financial impact on the
Company.

Description of Business

The Company 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.

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 $2.2 billion at December
31,  1998  and  $1.1  billion  at  December  31,  1997.  Total  revenues  of the
unconsolidated entities were $1.8 billion in 1998, $294 million in 1997 and $349
million in 1996.  During 1998, 1997 and 1996, the Company  included $18 million,
$19  million  and  $(3)  million,   respectively,   in  net  investment   income
representing  the  Company's  share of  current  year net  income  (loss) of the
unconsolidated entities.

Closed Block

In conjunction with the formation of the mutual insurance  holding company,  the
Company  established  a Closed  Block for the  benefit  of  certain  classes  of
individual participating and dividend-paying policies in force on that date. The
Closed Block was designed to provide reasonable assurance to owners of insurance
policies  included  therein  that,  after the  reorganization,  assets  would be
available to maintain the  aggregate  dividend  scales in effect for 1997 if the
experience underlying such scales continued. Assets were allocated to the Closed
Block in amounts  which,  together with  premiums from policies  included in the
Closed  Block,  were  reasonably  expected  to be  sufficient  to  support  such
policies,  including provisions for payment of claims, certain expenses, charges
and  taxes,  and for  continuation  of  dividend  scales  payable in 1997 in the
aggregate, assuming the experience underlying such scales continued.

Assets  allocated  to the Closed  Block inure to the  benefits of the holders of
policies  included in the Closed Block.  Closed Block assets and liabilities are
carried on the same basis as similar assets and liabilities held by the Company.

The contribution to the operating income of the Company from the Closed Block is
reported  as a single line item in the  statement  of  operations.  Accordingly,
premiums,  net investment income,  realized capital gains (losses),  policyowner
benefits and dividends  attributable to the Closed Block,  less certain expenses
and charges and the amortization of deferred policy acquisition costs, are shown
as a net number  under the caption  "Contribution  from the Closed  Block." This
results in material  reductions in the respective line items in the statement of
operations  while  having no effect on net income.  All assets  allocated to the
Closed Block are grouped  together and shown as a separate item entitled "Closed
Block assets"; and all liabilities attributable to the Closed Block are combined
and  disclosed  as the "Closed  Block  liabilities."  The excess of Closed Block
liabilities  over Closed Block assets  represents the expected  future  post-tax
contribution  from the Closed Block which would be recognized in income over the
period the policies and contracts in the Closed Block remain in force.

The   Contribution   from  the  Closed  Block  does  not   represent  the  total
profitability attributable to the policies included in the Closed Block. Certain
expenses  attributable  to  the  policies  included  in  the  Closed  Block  and
commissions on these policies are not included in the reported Contribution from
the Closed Block, but rather are included in operating expenses  consistent with
the initial  regulatory  funding of the Closed Block.  Consequently,  the assets
needed to fund the  Closed  Block are less  than the  total  accumulated  assets
attributable to the policies included in the Closed Block.  Income on the assets
held  outside of the Closed Block is included in net  investment  income and not
included in the Contribution from the Closed Block.

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.

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  fixed  maturities  and  equity  securities  are  classified  as
available-for-sale and, accordingly, are carried at fair value. (See Note 12 for
policies  related  to the  determination  of fair  value.)  The  cost  of  fixed
maturities  is adjusted for  amortization  of premiums and accrual of discounts,
both computed using the interest method. The cost of fixed maturities 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.

Real estate investments are reported at cost less accumulated depreciation.  The
initial cost bases of  properties  acquired  through loan  foreclosures  are the
lower of the loan balances or fair market  values of the  properties at the time
of foreclosure. Buildings and land improvements are generally depreciated on the
straight-line method over the estimated useful life of improvements,  and tenant
improvement costs are depreciated on the  straight-line  method over the term of
the related lease. The Company  recognizes  impairment losses for its properties
when indicators of impairment are present and a property's expected undiscounted
cash flows are not sufficient to recover the property's  carrying value. In such
cases,  the cost bases of the  properties are reduced  accordingly.  Real estate
expected to be disposed is carried at the lower of cost or fair value, less cost
to sell, with valuation allowances  established  accordingly and depreciation no
longer recognized. Any impairment losses and any changes in valuation allowances
are reported as net realized capital losses.

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 net  realized  capital  gains  (losses).  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
any  valuation  allowance  is based upon the fair value of the  collateral.  The
Company includes  residential mortgage loans held for sale in the amount of $802
million and $512 million at December 31, 1998 and 1997, respectively,  which are
carried at lower of cost or fair value and  reported  as  mortgage  loans in the
statements of financial position.

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.

Derivatives

Derivatives are generally held for purposes other than trading and are primarily
used to hedge or reduce  exposure to interest  rate and foreign  currency  risks
associated with assets held or expected to be purchased or sold, and liabilities
incurred or  expected  to be  incurred.  Additionally,  derivatives  are used to
change the characteristics of the Company's  asset/liability mix consistent with
the Company's risk management activities.

The  Company's  use of  derivatives  is  further  described  in Note 4.  The net
interest  effect of interest rate and currency swap  transactions is recorded as
an adjustment to net investment income or interest expense, as appropriate, over
the periods covered by the agreements. The cost of other derivative contracts is
amortized over the life of the contracts and classified  with the results of the
underlying  hedged item.  Certain contracts are designated as hedges of specific
assets and, to the extent those assets are marked to market, the hedge contracts
are also marked to market and included as an adjustment of the underlying  asset
value.  Other  contracts are  designated  and accounted for as hedges of certain
liabilities and are not marked to market.

Hedge  accounting is used for derivatives  that are  specifically  designated in
advance as hedges and that reduce the Company's exposure to an indicated risk by
having a high  correlation  between  changes in the value of the derivatives and
the items being  hedged at both the  inception of the hedge and  throughout  the
hedge  period.  Should such criteria not be met or if the hedged items are sold,
terminated or matured,  the changes in value of the  derivatives are included in
net income.

Contractholder and Policyholder Liabilities

Contractholder and policyholder liabilities (contractholder funds, future policy
benefits  and  claims  and  other  policyholder   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.

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.

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 Policy 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 policy 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
policy 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 policy  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  policy  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.  Premiums  and  expenses  are  reported net of
reinsurance   ceded.  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.

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  anticipated
assessments  which are  estimated  using data  available  from various  industry
sources that  monitor the current  status of open and closed  insolvencies.  The
Company  has also  established  an other  asset for  assessments  expected to be
recovered through future premium tax offsets.

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.  Generally,  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

Principal  Mutual Holding  Company files a  consolidated  income tax return that
includes the Company and 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  temporary
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.

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
                                                      1998           1997
                                                  -----------------------------

   Property held for Company use                        $328          $302
   Accumulated depreciation                              (82)          (70)
                                                  =============================
   Property held for Company use, net                   $246          $232
                                                  =============================

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 have been
recorded in  connection  with  acquisitions.  These  assets are  amortized  on a
straight-line  basis  generally  over 10 to 15  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
                                                     1998          1997
                                                  ---------------------------

      Goodwill                                        $185          $165
      Accumulated amortization                         (40)          (16)
                                                  ---------------------------
      Goodwill, net                                    145           149

      Other intangible assets, net                      16            74
                                                  ---------------------------

      Total intangible assets                         $161          $223
                                                  ===========================

Mortgage  servicing rights of $778 million and $432 million at December 31, 1998
and  1997,  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.

Pooled Investment Fund

The Company has an arrangement  whereby short-term funds of Principal  Financial
Services,  Inc. are pooled with funds of the Company's subsidiaries and invested
by the Company.  The Company credits  Principal  Financial  Services,  Inc. with
interest  approximating  the yield earned by the Company's  Separate Account LI,
which invests in commercial  paper.  At December 31, 1998, the Company  reported
$137  million in other  liabilities  in the  statements  of  financial  position
related to this arrangement with Principal Financial Services, Inc.

The  Company's  pooled  funds are also made  available  to  Principal  Financial
Services,  Inc.  for  short-term  borrowings  up to $1  million,  with  interest
approximating  the yield  earned by Separate  Account LI. At December  31, 1998,
there were no such borrowings outstanding under this arrangement.

Comprehensive Income

On January 1, 1998,  the  Company  adopted  Statement  of  Financial  Accounting
Standards No. 130,  Reporting  Comprehensive  Income ("SFAS 130"),  and restated
prior years' financial statements to conform to the reporting standard. SFAS 130
establishes standards for reporting and displaying  comprehensive income and its
components in a full set of general-purpose financial statements.  Comprehensive
income  includes all changes in equity  during a period  except those  resulting
from investments by shareholders and distributions to shareholders. The adoption
of SFAS No. 130 resulted in revised and additional disclosures but had no effect
on the financial position, results of operations, or liquidity of the Company.

Other comprehensive income excludes net realized capital gains (losses) included
in net income of $344 million in 1998,  $113 million in 1997 and $256 million in
1996.  These amounts are net of income taxes and  adjustments to deferred policy
acquisition  costs and unearned  revenue  reserves of $122 million in 1998,  $63
million in 1997 and $132 million in 1996.

Reclassifications

Certain  reclassifications  have  been  made to the 1996  and 1997  consolidated
financial statements to conform to the 1998 presentation.

Pending Accounting Change

In June 1998,  the  Financial  Accounting  Standards  Board (the "FASB")  issued
Statement No. 133, Accounting for Derivative  Instruments and Hedging Activities
("SFAS 133"),  which the Company is required to adopt January 1, 2000.  SFAS 133
will  require  the  Company to  include  all  derivatives  in the  statement  of
financial position at fair value.  Changes in derivative fair values will either
be  recognized  in  earnings  as offsets to the changes in fair value of related
hedged assets, liabilities and firm commitments or, for forecasted transactions,
deferred and  recorded as a component  of equity  until the hedged  transactions
occur and are  recognized  in  earnings.  The  ineffective  portion of a hedging
derivative's  change in fair value will be  immediately  recognized in earnings.
The impact of SFAS 133 on the Company's  financial  statements  will depend on a
variety of factors,  including future  interpretive  guidance from the FASB, the
future level of forecasted and actual foreign currency transactions,  the extent
of the Company's hedging  activities,  the types of hedging instruments used and
the effectiveness of such instruments. However, the Company does not believe the
effect of adopting SFAS 133 will be material to its financial position.


2. Mergers, Acquisitions and Divestitures

Effective  April 1, 1998,  the Company merged  substantially  all of its managed
care operations  with Coventry  Corporation in exchange for a share of ownership
in the resulting  entity,  Coventry  Health Care, Inc. At December 31, 1998, the
Company held a 42% share of Coventry Health Care, Inc. The Company's  investment
in Coventry  Health Care,  Inc. is accounted  for using the equity  method.  Net
equity  of  the  transferred  business  on  April  1,  1998  was  $170  million.
Consolidated  financial  results for 1997 included  total assets at December 31,
1997,   and  total  revenues  and  pretax  loss  for  the  year  then  ended  of
approximately $419 million,  $883 million and $(26) million,  respectively,  for
the transferred business.

During 1998,  various  acquisitions  were made by the Company's  subsidiaries at
purchase prices  aggregating $224 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  acquired  companies  had total  assets at
December  31,  1998 and total 1998  revenue  of $459  million  and $58  million,
respectively.

During  1998,  various  divestitures  were  made  by  certain  of the  Company's
subsidiaries at selling prices  aggregating  $118 million and $15 million in net
realized capital gains were realized as a result of these divestitures. In 1997,
the  financial  statements  included  $152  million in assets,  $206  million in
revenues and $20 million of pretax losses related to these subsidiaries.

Beginning in 1998, the Company did not renew medical business in 14 states where
it does not believe it can effectively  compete.  The Company continues to offer
non-medical coverage and administrative  services only products in these states.
Annual medical premium in these states was approximately $230 million in 1997.

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 acquired  companies had total
assets at  December  31,  1997 and total 1997  revenue of $459  million  and $86
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.


3. 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  fixed
maturities  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 policy acquisition  costs,  unearned
revenue reserves and deferred income taxes.

The cost,  gross  unrealized gains and losses and fair value of fixed maturities
and equity securities  available-for-sale  as of December 31, 1998 and 1997, are
as follows (in millions):
<TABLE>
<CAPTION>
                                                                   Gross           Gross
                                                                Unrealized      Unrealized         Fair
                                                   Cost            Gains          Losses          Value
                                              ---------------------------------------------------------------
                                              ---------------------------------------------------------------
<S>                                                <C>            <C>              <C>             <C>
   December 31, 1998 Fixed maturities:
     United States Government and agencies
                                                   $   611        $    -           $  10           $   601
     Foreign governments                                57            21               1                77
     States and political subdivisions                 428            19               4               443
     Corporate - public                              4,470           264              88             4,646
     Corporate - private                            11,935           653              97            12,491
     Mortgage-backed securities                      2,661            92               5             2,748
                                              ---------------------------------------------------------------
   Total fixed maturities                          $20,162        $1,049            $205           $21,006
                                              ===============================================================
   Total equity securities                         $   760        $  395           $  53           $ 1,102
                                              ===============================================================

   December 31, 1997 Fixed maturities:
     United States Government and agencies
                                                   $   337        $    1           $   -           $   338
     Foreign governments                               217             -               -               217
     States and political subdivisions                 232            15               2               245
     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 fixed maturities                          $20,404        $1,195           $  53           $21,546
                                              ===============================================================
   Total equity securities                         $   639        $  664           $  30           $ 1,273
                                              ===============================================================

</TABLE>

The cost and fair value of fixed maturities  available-for-sale  at December 31,
1998, by expected maturity, are as follows (in millions):

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

   Due in one year or less                            $  1,043        $  1,061
   Due after one year through five years                 6,922           7,012
   Due after five years through ten years                5,283           5,590
   Due after ten years                                   4,234           4,577
                                                      --------------------------
                                                      --------------------------
                                                        17,482          18,240
   Mortgage-backed and other securities without
     a single maturity date                              2,680           2,766
                                                      --------------------------
                                                      ==========================
   Total                                               $20,162         $21,006
                                                      ==========================

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):

                                                 Year ended December 31
                                            1998          1997          1996
                                           ------------------------------------

   Fixed maturities, available-for-sale     $1,525        $1,620        $1,649
   Equity securities, available-for-sale        32            39            33
   Mortgage loans                            1,171         1,150         1,085
   Real estate                                 525           501           486
   Policy loans                                 27            50            49
   Cash and cash equivalents                     9             9            15
   Other                                        49            92            48
                                           ------------------------------------
                                           ------------------------------------
                                             3,338         3,461         3,365

   Less investment expenses                   (517)         (513)         (460)
                                           ------------------------------------
                                           ====================================
   Net investment income                    $2,821        $2,948        $2,905
                                           ====================================


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

                                                  Year ended December 31
                                            1998          1997           1996
                                            ----------------------------------

   Fixed maturities, available-for-sale:
     Gross gains                             $ 67          $ 51          $ 80
     Gross losses                             (31)          (43)          (73)
   Equity securities, available-for-sale:
     Gross gains                              329           132           451
     Gross losses                             (40)          (26)           (5)
   Mortgage loans                               8            (6)          (11)
   Real estate                                126            64            14
   Other                                        7             4           (68)
                                            ==================================
   Net realized capital gains                $466          $176          $388
                                            ==================================

Proceeds from sales of  investments  (excluding  call and maturity  proceeds) in
fixed maturities were $2.8 billion,  $5.0 billion and $7.8 billion in 1998, 1997
and 1996 respectively.  Of the 1998, 1997 and 1996 proceeds,  $2.2 billion, $4.0
billion  and $7.2  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 $23 million,  $29 million
and $64 million and gross  losses of $7 million,  $10 million and $53 million in
1998,  1997 and 1996,  respectively,  were realized on sales of  mortgage-backed
securities.  At December 31, 1998,  the Company had security  purchases  payable
totaling $576 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.

The  unrealized  appreciation  on  investments  in fixed  maturities  and equity
securities  available-for-sale  is reported as a separate  component  of equity,
reduced by adjustments to deferred policy 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,
including  the net  unrealized  gains  on the  Closed  Block  available-for-sale
securities, is as follows (in millions):
<TABLE>
<CAPTION>
                                                                                      December 31
                                                                                  1998           1997
                                                                              -----------------------------

<S>                                                                                <C>         <C>
   Unrealized appreciation on fixed maturities, available-for-sale                 $939        $1,142
   Unrealized appreciation on equity securities, available-for-sale,
     including seed money in separate accounts                                      347           639
   Adjustments for assumed changes in amortization patterns:
     Deferred policy acquisition costs                                             (167)         (204)
     Unearned revenue reserves                                                       17            21
   Provision for deferred income taxes                                             (390)         (560)
                                                                              =============================
   Net unrealized gains on available-for-sale securities                           $746        $1,038
                                                                              =============================
</TABLE>

The  1998   decrease   in   unrealized   appreciation   on   fixed   maturities,
available-for-sale,  includes the effect of a change in the method of estimating
the fair value of  certain  corporate  bonds,  net of  related  adjustments  for
assumed  changes in  amortization  patterns and deferred  income taxes,  of $116
million.

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, 1998 and 1997, 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

                           1998        1997                    1998       1997
                        ----------------------             --------------------
                        ----------------------             --------------------

   Pacific                 28%         28%          Industrial   33%        33%
   South Atlantic          24          24           Retail       33         33
   North Central           15          16           Office       29         29
   Mid Atlantic            14          14           Other         5          5
   South Central            9           9
   New England              5           5
   Mountain                 5           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 a net realized capital loss.

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
                                         1998        1997        1996
                                      ------------------------------------

   Balance at beginning of year           $121        $121        $115
   Provision for losses                      4           8          16
   Releases due to write-downs,
     sales and foreclosures                (12)         (8)        (10)
                                      ====================================
   Balance at end of year                 $113        $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 484,000 and 371,000 residential mortgage
loans with aggregate principal balances of approximately $42.1 billion and $29.1
billion at December 31, 1998 and 1997,  respectively.  In connection  with these
mortgage  servicing  activities,  the  Company  held  funds in trust for  others
totaling  approximately  $284  million and $210 million at December 31, 1998 and
1997, 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
mortgage loan allowance for losses.

Real estate  holdings and related  accumulated  depreciation  are as follows (in
millions):

                                                  December 31
                                              1998           1997
                                          -----------------------------

   Properties held for sale                   $1,043       $   360
   Investment real estate                      2,007         2,625
                                          -----------------------------
                                               3,050         2,985
   Accumulated depreciation                     (359)         (353)
                                          =============================
   Real estate, net                           $2,691        $2,632
                                          =============================

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 $0.9  billion  and $1.2  billion at
December 31, 1998 and 1997, respectively.  The Company is committed to providing
additional mortgage financing for such joint ventures aggregating $85 million at
December 31, 1998.


4. 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  contracts ($140 million at
December 31, 1998, and $36 million at December 31, 1997) represent the extent of
the Company's  involvement  but not the risk of loss. The Company had no forward
contracts at December 31, 1998 and 1997.

The  Company  enters  into  interest  rate swaps to  minimize  its  exposure  to
fluctuations in interest rates. Swaps are used in asset and liability management
to modify duration and match cash flows. The notional  principal  amounts of the
swaps  outstanding  at December  31, 1998 and 1997,  were $1.6  billion and $1.0
billion, respectively, and the credit exposure at December 31, 1998 and 1997 was
$19 million and $21 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
at both December 31, 1998 and 1997.  The net amount  payable or receivable  from
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  manages  risk on its mortgage  loan  pipeline by buying and selling
mortgage-backed  securities in the forward markets,  over-the-counter options on
mortgage-backed  securities,  U. S.  Treasury  futures  contracts and options on
Treasury futures contracts.  The Company entered into mandatory forward,  option
and futures contracts  totaling  approximately  $2.4 billion and $1.2 billion at
December  31,  1998 and  1997,  respectively,  to reduce  interest  rate risk on
certain  mortgage  loans  held for  sale  and  other  commitments.  The  forward
contracts provide for the delivery of securities at a specified future date at a
specified  price or yield.  In the event the  counterparty is unable to meet its
contractual  obligations,  the  Company  may be  exposed  to the risk of selling
mortgage loans at prevailing  market prices.  The effect of these  contracts was
considered in the lower of cost or market calculation of mortgage loans held for
sale.

The Company has  committed  to  originate  approximately  $1.1  billion and $612
million of mortgage loans at December 31, 1998 and 1997,  respectively,  subject
to borrowers meeting the Company's  underwriting  guidelines.  These commitments
call for the Company to fund such loans at a future  date with a specified  rate
at a specified  price.  Because the  borrowers  are not  obligated  to close the
loans, the Company is exposed to risks that it may not have sufficient  mortgage
loans  to  deliver  to its  mandatory  forward  contracts  and,  thus,  would be
obligated to purchase  mortgage  loans at  prevailing  market rates to meet such
commitments. Conversely, the Company is exposed to the risk that more loans than
expected will close, and the loans would then be sold at current market prices.

The  Company  uses  interest  rate floors and  options on futures  contracts  in
hedging a portion of its portfolio of mortgage  servicing rights from prepayment
risk  associated  with changes in interest  rates.  The Company had entered into
interest rate floor and option  contracts  with a notional value of $6.3 billion
and $3.1  billion at December  31, 1998 and 1997,  respectively.  The floors and
contracts  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.

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,  1998,  the Company had various  foreign  currency
exchange agreements with maturities ranging from 1999 to 2018, with an aggregate
notional amount involved of  approximately  $486 million and the credit exposure
was $35 million.  At December 31, 1997, such maturities ranged from 1998 to 2018
with an aggregate  notional  amount of  approximately  $410 million and a credit
exposure  of  $17  million.   The  average  unexpired  term  of  the  swaps  was
approximately seven years at both December 31, 1998 and 1997.


5. Closed Block

Summarized financial information of the Closed Block as of and for the six-month
period from formation to December 31, 1998, is as follows (in millions):

   Assets
   Fixed maturities, available-for-sale                            $1,722
   Mortgage loans                                                   1,063
   Policy loans                                                       741
   Other investments                                                    1
   Accrued investment income                                           60
   Deferred policy acquisition costs                                  649
   Other assets                                                        15
                                                                ===========
                                                                   $4,251
                                                                ===========

   Liabilities
   Future policy benefits and claims                               $4,668
   Other policyholder funds                                             6
   Policyholder dividends payable                                     393
   Other liabilities                                                  232
                                                                ===========
                                                                   $5,299
                                                                ===========

   Revenues and expenses
   Premiums                                                       $   390
   Net investment income                                              127
   Other income                                                         1
   Benefits, claims and settlement expenses                          (306)
   Dividends to policyholders                                        (143)
   Operating expenses                                                 (56)
                                                                ===========
   Contribution from the Closed Block (before income taxes)      $     13
                                                                ===========


6. 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
                                            1998          1997          1996
                                           ------------------------------------

   Balance at beginning of year            $   770       $   800       $   810

   Incurred:
     Current year                            1,922         2,723         3,051
     Prior years                               (14)          (21)          (29)
                                           ------------------------------------
                                           ------------------------------------
   Total incurred                            1,908         2,702         3,022

   Reclassification for subsidiary merger
     (see Note 2)                              155             -             -
   Payments:
     Current year                            1,523         2,235         2,535
     Prior years                               359           497           497
                                           ------------------------------------
   Total payments                            2,037         2,732         3,032
                                           ------------------------------------

   Balance at end of year:
     Current year                              349           476           516
     Prior years                               292           294           284
                                           ------------------------------------
                                           ====================================
   Total balance at end of year            $   641       $   770       $   800
                                           ====================================

The activity  summary in the  liability  for unpaid  accident and health  claims
shows a decrease of $14 million, $21 million and $29 million to the December 31,
1997,   1996  and  1995  liability  for  unpaid   accident  and  health  claims,
respectively, arising in prior years. Such liability adjustments, which affected
current  operations  during 1998,  1997 and 1996,  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.


7. Debt

The  components  of debt as of December  31, 1998 and  December  31, 1997 are as
follows (in millions):

                                                          December 31
                                                     1998           1997
                                                 ------------------------------

      7.875% notes payable, due 2024                  $199          $199
      8% notes payable, due 2044                        99            99
      Mortgages and other notes payable                373           161
                                                 ==============================
      Total debt                                      $671          $459
                                                 ==============================

On March 10, 1994, the Company  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 the  Company  has  sufficient  surplus  earnings  to make such
payments. For each of the years ended December 31, 1998, 1997 and 1996, 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 the Company'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 the Company'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, 1998 range
from $1 million to $39.1 million per  development  with interest rates generally
ranging  from 6.6% to 9.3%.  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%.

At  December  31,  1998,  future  annual  maturities  of debt are as follows (in
millions):

   1999                                       $150
   2000                                          9
   2001                                          8
   2002                                          8
   2003                                          9
   Thereafter                                  487
                                           ----------
                                           ==========
   Total future maturities of debt            $671
                                           ==========

Cash paid for interest for 1998, 1997 and 1996 was $97 million,  $67 million and
$79 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 $200 million and $225 million at December
31, 1998 and 1997,  respectively.  These outstanding  borrowings are included in
other liabilities in the consolidated statements of financial position.


8. Income Taxes

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

                                        Year ended December 31
                                  1998          1997          1996
                                 ---------------------------------------
   Current income taxes:
     Federal                      $ (80)          $144          $145
     State and foreign               10              3            (1)
     Net realized capital gains     107             11           210
                                 ---------------------------------------
   Total current income taxes        37            158           354
   Deferred income taxes              7             83           (50)
                                 =======================================
   Total income taxes               $44           $241          $304
                                 =======================================



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.  A reconciliation between the corporate income
tax rate and the effective tax rate is as follows:
                                                 Year ended December 31
                                            1998          1997          1996
                                           -----------------------------------

   Statutory corporate tax rate              35%           35%           35%
   Dividends received deduction              (4)           (2)           (1)
   Interest exclusion from taxable income    (1)           (1)           (1)
   Resolution of prior year tax issues      (20)            -             -
   Other                                     (4)            3             4
                                           -----------------------------------
   Effective tax rate                         6%           35%           37%
                                           ===================================

Significant components of the Company's net deferred income taxes are as follows
   (in millions):
                                                                 December 31
                                                             1998       1997
                                                            -------------------
   Deferred income tax assets (liabilities):
     Insurance liabilities                                   $ 171      $ 179
     Deferred policy acquisition costs                        (331)      (341)
     Net unrealized gains on available for sale securities    (390)      (560)
     Other                                                      53        (81)
                                                            ===================
                                                             $(497)     $(803)
                                                            ===================

The Internal  Revenue  Service (the  Service) has completed  examination  of the
consolidated  federal income tax returns of the Company and affiliated companies
through  1992.  The Service is  completing  their  examination  of the Company's
returns for 1993 and 1994.  The  Service  has also begun to examine  returns for
1995 and 1996. The Company believes that there are adequate  defenses against or
sufficient provisions for any challenges.

Undistributed   earnings  of  certain   foreign   subsidiaries   are  considered
indefinitely  reinvested by the Company. A tax liability will be recognized when
the Company expects  distribution of earnings in the form of dividends,  sale of
the investment or otherwise.

Cash paid for income  taxes was $309  million in 1998,  $143 million in 1997 and
$285 million in 1996.


9. 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.

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 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>

                                                                           Other Postretirement Benefits
                                              Pension Benefits
                                      ----------------------------------   -------------------------------
                                           Year ended December 31              Year ended December 31
                                        1998       1997        1996          1998       1997       1996
                                      --------- ----------- ------------   ---------- ---------- ---------
   <S>                                  <C>        <C>         <C>           <C>        <C>        <C>
   Change in benefit obligation
   Benefit obligation at beginning      $(700)     $(732)      $(670)        $(214)     $(218)     $(212)
     of year
   Service cost                           (34)       (41)        (38)          (12)       (12)       (12)
   Interest cost                          (50)       (52)        (46)          (15)       (16)       (15)
   Plan amendment                           -          -         (16)            -          -          -
   Actuarial gain (loss)                  (79)        97          19            22         22         14
   Curtailment adjustment                   -          7           -             -          -          -
   Benefits paid                           36         21          19            13         10          7
                                      ========= =========== ============   ========== ========== =========
   Benefit obligation at end of year    $(827)     $(700)      $(732)        $(206)     $(214)     $(218)
                                      ========= =========== ============   ========== ========== =========
</TABLE>


<TABLE>
<CAPTION>
                                                                                   Other Postretirement Benefits
                                                   Pension Benefits
                                         --------------------------------------    ------------------------------
                                                Year ended December 31                Year ended December 31
                                            1998        1997          1996          1998       1997       1996
                                         ----------- ------------ -------------   ---------- ---------- ----------
   <S>                                      <C>          <C>          <C>           <C>         <C>        <C>
   Change in plan assets
   Fair value of plan assets at
     beginning of year                      $980         $841         $723          $300        $247       $208
   Actual return on plan assets               23          130          118            15          41         32
   Employer contribution                      26           26           20            26          25         17
   Benefits paid                             (36)         (17)         (20)          (15)        (13)       (10)
                                         ----------- ------------ -------------   ---------- ---------- ----------
   Fair value of plan assets at end of      $993         $980         $841          $326        $300       $247
     year
                                         =========== ============ =============   ========== ========== ==========

   Funded status                            $166         $280         $109          $120        $ 86       $ 29
   Unrecognized net actuarial gain           (38)        (182)         (29)          (71)        (53)       (10)
   Unrecognized prior service cost            12           14           17             -           -          -
   Unamortized transition obligation         (37)         (49)         (60)            8          12         17
                                         ----------- ------------ -------------   ---------- ---------- ----------
   Prepaid benefit cost                     $103         $ 63         $ 37          $ 57        $ 45       $ 36
                                         =========== ============ =============   ========== ========== ==========

   Weighted-average assumptions as of
   December 31
   Discount rate                            6.75%        7.25%        7.25%          6.75%      7.25%      7.25%

   Components of net periodic benefit
     cost
   Service cost                             $ 34         $ 41         $ 38          $ 12        $ 12       $ 12
   Interest cost                              50           52           46            15          16         15
   Expected return on plan assets            (75)         (80)        (119)          (16)        (16)       (13)
   Amortization of prior service cost          1            1            1             -           -          -
   Amortization of transition (asset)
     obligation                              (11)         (11)         (11)            4           4          4
   Recognized net actuarial loss (gain)       (8)           2           52            (1)          -          -
                                         ----------- ------------ -------------   ---------- ---------- ----------
   Net periodic benefit cost (income)       $ (9)        $  5         $  7          $ 14        $ 16       $ 18
                                         =========== ============ =============   ========== ========== ==========
</TABLE>

For 1998,  1997 and 1996, the expected  long-term rates of return on plan assets
for pension benefits were  approximately  5%, 5% and 6.2%,  respectively  (after
estimated income taxes) for those trusts subject to income taxes. For trusts not
subject to income taxes,  the expected  long-term rates of return on plan assets
were  approximately  8.1%, 8.1% and 9.6% for 1998, 1997 and 1996,  respectively.
The assumed  rate of increase in future  compensation  levels  varies by age for
both the qualified and non-qualified pension plans.

For 1998,  1997 and 1996, the expected  long-term rates of return on plan assets
for  other  post-retirement   benefits  were  approximately  5%,  5%  and  6.2%,
respectively  (after  estimated income taxes) for those trusts subject to income
taxes. For trusts not subject to income taxes,  the expected  long-term rates of
return on plan assets were approximately  8.1%, 8.2% and 9.5% for 1998, 1997 and
1996,  respectively.  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 8.75% in 1998 and declines to an
ultimate  rate of 6% in 2025.  Assumed  health  care  cost  trend  rates  have a
significant  effect  on the  amounts  reported  for the  health  care  plans.  A
one-percentage-point  change in assumed  health care cost trend rates would have
the following effects (in millions):

                                             1-Percentage-     1-Percentage-
                                            Point Increase    Point Decrease
                                            ---------------   ---------------
   Effect on total of service and
     interest cost components                    $ 9               $ (6)
   Effect on accumulated postretirement
     benefit obligation                          $43               $(34)

In  addition,  the  Company has defined  contribution  plans that are  generally
available  to all  employees  and  agents  who  are  age 21 or  older.  Eligible
participants  may  contribute up to 20% of their  compensation,  to a maximum of
$10,000  annually  to the  plans in 1998.  Eligible  participants  were  able to
contribute up to 15% of their  compensation,  to a maximum of $9,500 annually to
the plans in 1997 and 1996. 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  $11 million in 1998, $15
million in 1997 and $13 million in 1996 to these defined contribution plans.


10. 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.  To  minimize  the  possibility  of losses,  the Company
evaluates the financial  condition of its  reinsurers and  continually  monitors
concentrations of credit risk.

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

                                                      Year ended December 31
                                            1998           1997         1996
                                           -----------------------------------
                                           -----------------------------------

Premiums and annuity and other
considerations:
     Direct                                $3,380         $4,601       $5,034
     Assumed                                   59            106          116
     Ceded                                    (30)           (39)         (29)
                                           ===================================
Net premiums and annuity and other
considerations                             $3,409         $4,668       $5,121
                                           ===================================
                                           ===================================

Benefits, claims and settlement expenses:
     Direct                                $4,739         $5,596       $6,003
     Assumed                                   66            102          109
     Ceded                                    (28)           (66)         (25)
                                           ===================================
Net benefits, claims and
     settlement expenses                   $4,777         $5,632       $6,087
                                           ===================================

Effective July 1, 1998, the Company no longer  participates in reinsurance pools
related to the Federal  Employee  Group Life  Insurance  and Service  Group Life
Insurance  programs.  In 1997, the premium assumed from these  arrangements  was
approximately $85 million.


11. 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 $362 million in 1998,  $344 million in
1997 and $310  million in 1996.  At December  31, 1998,  future  minimum  annual
rental commitments under these noncancelable operating leases are as follows (in
millions):

                                     Held for Sale    Held for     Total Rental
                                                     Investment     Commitments
                                     -------------------------------------------
   1999                                  $150          $   172         $   322
   2000                                   127              162             289
   2001                                   103              140             243
   2002                                    77              117             194
   2003                                    49               99             148
   Thereafter                             152              758             910
                                     ===========================================
Total future minimum lease receipts      $658           $1,448           $2,106
                                     ===========================================


The Company,  as a lessee,  leases  office  space,  data  processing  equipment,
corporate  aircraft and office  furniture and equipment under various  operating
leases.  Rental expense for all operating leases totaled $60 million in 1998 and
$84 million in both 1997 and 1996. At December 31, 1998,  future  minimum annual
rental commitments under these noncancelable operating leases are as follows (in
millions):

   1999                                                   $  44
   2000                                                      38
   2001                                                      28
   2002                                                      22
   2003                                                      14
   Thereafter                                                17
                                                        -----------
                                                            163
   Less future sublease rental income on these
     noncancelable leases                                     6
                                                        ===========
   Total future minimum lease payments                     $157
                                                        ===========

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,  1998  and  1997,   approximately   $9  million  and  $6  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.


12. 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.

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 fixed  maturities  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.

The  carrying  amounts  and  estimated  fair values of the  Company's  financial
instruments at December 31, 1998 and 1997, are as follows (in millions):
<TABLE>
<CAPTION>
                                                             1998                         1997
                                                  ---------------------------  ----------------------------
                                                     Carrying       Fair         Carrying        Fair
                                                      Amount        Value         Amount         Value
                                                  ---------------------------  ----------------------------
   Assets (liabilities)
   <S>                                                <C>           <C>            <C>          <C>
   Fixed maturities (see Note 3)                      $21,006       $21,006        $21,546      $21,546
   Equity securities (see Note 3)                       1,102         1,102          1,273        1,273
   Mortgage loans                                      12,091        12,711         13,286       14,010
   Policy loans                                            25            25            749          749
   Other investments                                      349           349            130          130
   Cash and cash equivalents                              461           461            546          546
   Accrued investment income                              375           375            457          457
   Financial instruments included in Closed
     Block (see Note 5)                                 3,587         3,652              -            -
   Investment-type insurance contracts                (22,127)      (21,606)       (22,115)     (22,637)
   Debt                                                  (671)         (708)          (459)        (486)
</TABLE>


13. Statutory Insurance Financial Information

The Company  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 (NAIC) 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  has  adopted  the  Codification  of  Statutory  Accounting  Principles
(Codification), the result of which is expected to constitute the primary source
of "prescribed"  statutory accounting practices assuming formal adoption by Iowa
regulatory  authorities.  If adopted as proposed,  the codification  will likely
change, to some extent, prescribed statutory accounting practices and may result
in changes to the  accounting  practices  that the  Company  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 the
Company's statutory financial statements has not been determined at this time.

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,
1998, the Company meets the RBC requirements.

The following summary reconciles the assets and stockholder's equity at December
31, 1998,  1997 and 1996,  and net income for the years ended December 31, 1998,
1997 and 1996, in accordance with statutory  reporting  practices  prescribed or
permitted by the Insurance  Division of the  Department of Commerce of the State
of Iowa with that reported in these  consolidated GAAP financial  statements (in
millions):
<TABLE>
<CAPTION>
                                                                             Stockholder's
                                                                  Assets        Equity        Net Income
                                                               ---------------------------------------------
                                                               ---------------------------------------------
<S>                                                               <C>             <C>            <C>
   December 31, 1998
   As reported in accordance with statutory accounting
     practices - unconsolidated                                   $70,096         $3,032         $511
   Additions (deductions):
     Unrealized gain on fixed maturities available-for-sale           997            997            -
     Other investment adjustments                                   1,620          1,081          176
     Adjustments to insurance reserves and dividends                 (169)          (192)         (56)
     Deferral of policy acquisition costs                           1,105          1,105            -
     Surplus note reclassification as debt                              -           (298)           -
     Provision for deferred federal income taxes and other
       tax reclassifications                                            -           (475)         165
     Other - net                                                      294            219         (101)
                                                               =============================================
   As reported in these consolidated GAAP financial statements
                                                                  $73,943         $5,469         $695
                                                               =============================================

   December 31, 1997
   As reported in accordance with statutory accounting
     practices - unconsolidated                                   $63,957         $2,811         $432
   Additions (deductions):
     Unrealized gain on fixed maturities 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
                                                               =============================================



                                                                                  Stockholder's
                                                                  Assets          Equity         Net Income
                                                               ---------------------------------------------
   December 31, 1996
   As reported in accordance with statutory accounting
     practices - unconsolidated                                   $56,837         $2,504         $415
   Additions (deductions):
     Unrealized gain on fixed maturities 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>


14. Dividends

On  December  1, 1998,  the  Company's  Board of  Directors  declared  dividends
comprising cash and other assets totaling $200 million to its sole  shareholder,
Principal  Financial  Services,  Inc. At December 31, 1998,  $140 million of the
dividends  have  been  paid  and the  remaining  balance  is  reported  in other
liabilities.


15. 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.  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 Company will  continue to use  internal  and  external  resources to modify,
replace,  and test its  systems.  Management  estimates  100% of the  identified
modifications   to  mission   critical   systems  and  99%  of  the   identified
modifications  to other  systems have been  completed for its Year 2000 project.
The project  completion is scheduled to occur prior to any anticipated impact on
the Company  operations.  The total cost for the project is  estimated to be $20
million, with the costs being expensed as incurred until completion.

The  Company  faces  the risk  that  one or more of its  critical  suppliers  or
customers (external relationships) will not be able to interact with the Company
due to the third  party's  inability  to resolve its own Year 2000  issues.  The
Company has completed its inventory of external  relationships and is attempting
to determine the overall Year 2000 readiness of its external relationships.  The
Company is engaged  in  discussions  with the third  parties  and is  requesting
information  as to those  parties' Year 2000 plans and state of  readiness.  The
Company,  however,  does not have sufficient  information at the current time to
predict whether all of its external relationships will be Year 2000 ready.

While the Company  believes that it has addressed  its Year 2000  concerns,  the
Company has begun to develop  contingency/recovery  plans aimed at ensuring  the
continuity of critical  business  functions  before,  on and after  December 31,
1999.  The Company  expects  contingency/recovery  planning to be  substantially
complete  by April 1, 1999.  The Year 2000  contingency  plans will be  reviewed
periodically  throughout  1999 and revised as needed.  The Company  believes its
Year 2000  contingency  plans  coupled with  existing  "disaster  recovery"  and
"business resumption" plans minimize the impact Year 2000 issues may have on the
organization.

The process the Company is using  encourages the  developers of the  contingency
plans to look beyond traditional systems problems which may include supply chain
issues, economic conditions, social changes, political aspects and other factors
which could influence the success of the business and customers.

                                   APPENDIX A

The following tables illustrate how the policy value,  surrender value and death
proceeds  of the  Policy  may  change  with  the  investment  experience  of the
Investment  Accounts.  The tables show how these amounts in the Policy vary over
time if planned periodic premiums are paid annually and if the investment return
of the  assets in the  Investment  Accounts  were a uniform,  gross,  after-tax,
annual rate of 0%, 6% or 12%.  The death  benefits and values would be different
from those shown if the return averaged 0%, 6% or 12%, but fluctuated  above and
below those averages  during the year.  Both death benefit option 1 and option 2
are illustrated.

The  illustrations  reflect a  hypothetical  Policy issued to a 55 year-old male
preferred   non-smoker   and  a  50  year-old   female   preferred   non-smoker.
Illustrations for younger insureds would be more favorable than those presented.
Illustrations  for older  insureds or for  smokers  would be less  favorable.
     o    Illustrations  1 and 3  reflect  current  administrative  and  cost of
          insurance  charges.
     o    Illustrations  2 and 4 reflect the guaranteed  maximum  administration
          and cost of insurance charges.

The  illustrations  reflect all Policy  charges  including:
     o    deductions from premiums for sales load and state and federal taxes;
     o    monthly administration charges;
     o    cost of insurance charge;
     o    mortality and expense risks charge; and
     o    surrender  charges  that may be  deducted  if the  Policy  were  fully
          surrendered or lapsed.

In addition,  the illustrations  reflect the average of fees and expenses of the
Investment  Accounts  available through the Policy during the fiscal year ending
December 31, 1998.  The Manager has agreed to  reimburse  operating  expenses of
certain  Accounts,  if necessary,  to limit total  operating  expenses for those
Accounts during the year ending December 31, 1999. The caps, if necessary,  will
provide  that total  Account  annual  expenses  will not exceed the rates shown:
MicroCap  1.06%,  MidCap Growth 0.96%,  SmallCap Growth 1.06% and SmallCap Value
1.16%.  Actual  total  operating  expenses for the period from May 1, 1998 (date
shares first offered to the public)  through  December 31, 1998 were as follows:
MicroCap  1.38%,  MidCap Growth 1.27,  SmallCap  Growth 1.31% and SmallCap Value
1.56%. The Manager has also agreed to reimburse  operating expenses of the Stock
Index 500 Account,  if necessary,  to limit total operating  expenses during the
year ending  December  31, 1999 to 0.40%.  The Stock Index 500 Account was first
offered to the public on May 1, 1999. The effect of the  reimbursements  will be
to reduce the  Accounts'  annual  operating  expenses and  increase  their total
returns. If the reimbursement program is discontinued, annual operating expenses
of the effected  Accounts may  increase  thus  decreasing  the  Account's  total
return.

There is no assurance that the fee  reimbursement  program will continue  beyond
1999. In the future,  fees and expenses of the Accounts may be more or less than
those shown. Such changes would make the operating expenses actually incurred by
an Account differ from the average rate used in the illustrations.

The illustrations are based on the assumption that:
     o    payments are made according to the $16,000 annual premium schedule;
     o    no values are allocated to the Fixed Account;
     o    no changes are made to the death benefit option or face amount;
     o    no policy loans and/or partial surrenders are made; and
     o    no riders are in effect.

Upon request, we will prepare a comparable  illustration based upon the proposed
insureds' actual age, gender,  smoking status,  risk  classification and desired
Policy  features.  For those  illustrations,  you have option of selecting which
Investment  Accounts  (and their  specific  fees and  expenses)  are used. If no
selection is made, the illustration is run using a hypothetical average.

In advertisements or sales literature for the Policies that include  performance
data for one or more of the Investment  Accounts,  we may include policy values,
surrender  values and death benefit figures computed using the same methods that
were used in creating the following  illustrations.  However, the actual average
total rate of return for the specific Investment Account(s) will be used instead
of the average used in the  following  illustrations.  This  information  may be
shown in the form of graphs,  charts,  tables and examples.  It may include data
for  periods  prior to the  offering  of the Policy for an Account  that has had
performance during such prior period (with policy charges assumed to be equal to
current charges for any period(s) prior to the offering of the Policy).


<TABLE>
<CAPTION>

Illustration 1                        PRINCIPAL LIFE INSURANCE COMPANY                                Initial Face Amount $1,000,000
                                     SURVIVORSHIP VARIABLE UNIVERSAL LIFE                             Death Benefit Option 1
PLANNED PREMIUM $16,000    MALE AGE 55 PREFERRED NON-SMOKER, FEMALE AGE 50 PREFERRED NON-SMOKER
                                          ASSUMING CURRENT CHARGES
- ------------------------------------------------------------------------------------------------------------------------------------
                              Death Benefit (2)                 Accumulated Value (2)                 Surrender Value (2)
                        Assuming Hypothetical Gross          Assuming Hypothetical Gross          Assuming Hypothetical Gross
                        Annual Investment Return of          Annual Investment Return of          Annual Investment Return of
                    ------------------------------------ ------------------------------------ ------------------------------------
End of Accumulated       0%         6%          12%           0%         6%          12%          0%          6%          12%
 Year  Premiums (1) (-.82% Net) (5.18% Net) (11.18% Net) (-.82% Net) (5.18% Net) (11.18% Net) (-.82% Net) (5.18% Net) (11.18% Net)
 ----  ------------ ----------- ----------- ------------ ----------- ----------- ------------ ----------- ----------- ------------

<S>     <C>          <C>         <C>         <C>           <C>         <C>        <C>           <C>         <C>        <C>
   1    $   16,800   $1,000,000  $1,000,000  $1,000,000    $ 13,641    $ 14,487   $   15,333    $  4,141    $  4,987   $    5,833
   2        34,440    1,000,000   1,000,000   1,000,000      26,940      29,470       32,101      17,440      19,970       22,601
   3        52,962    1,000,000   1,000,000   1,000,000      39,879      44,947       50,426      30,379      35,447       40,926
   4        72,410    1,000,000   1,000,000   1,000,000      52,436      60,911       70,439      42,936      51,411       60,939
   5        92,831    1,000,000   1,000,000   1,000,000      64,587      77,356       92,289      55,087      67,856       82,789
   6       114,272    1,000,000   1,000,000   1,000,000      76,308      94,272      116,134      67,260      85,225      107,087
   7       136,786    1,000,000   1,000,000   1,000,000      87,585     111,665      142,172      79,443     103,523      134,029
   8       160,425    1,000,000   1,000,000   1,000,000      98,684     129,818      170,892      91,899     123,032      164,106
   9       185,246    1,000,000   1,000,000   1,000,000     109,599     148,757      202,566     104,623     143,781      197,590
  10       211,309    1,000,000   1,000,000   1,000,000     120,924     169,347      238,675     118,210     166,633      235,961
  11       238,674    1,000,000   1,000,000   1,000,000     133,212     192,080      279,889     133,212     192,080      279,889
  12       267,408    1,000,000   1,000,000   1,000,000     145,331     215,894      325,558     145,331     215,894      325,558
  13       297,578    1,000,000   1,000,000   1,000,000     157,267     240,834      376,163     157,267     240,834      376,163
  14       329,257    1,000,000   1,000,000   1,000,000     169,003     266,938      432,234     169,003     266,938      432,234
  15       362,520    1,000,000   1,000,000   1,000,000     180,520     294,250      494,366     180,520     294,250      494,366
  20       555,508    1,000,000   1,000,000   1,072,994     238,864     455,121      924,995     238,864     455,121      924,995
  25       801,815    1,000,000   1,000,000   1,757,091     286,536     654,669    1,642,141     286,536     654,669    1,642,141
  30     1,116,173    1,000,000   1,000,000   2,975,251     311,089     904,421    2,833,572     311,089     904,421    2,833,572

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

(2) Assumes no policy loan has been made.
</FN>
</TABLE>

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
to be 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 or 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.

<TABLE>
<CAPTION>
Illustration 2                        PRINCIPAL LIFE INSURANCE COMPANY                                Initial Face Amount $1,000,000
                                     SURVIVORSHIP VARIABLE UNIVERSAL LIFE                             Death Benefit Option 1
PLANNED PREMIUM $16,000    MALE AGE 55 PREFERRED NON-SMOKER, FEMALE AGE 50 PREFERRED NON-SMOKER
                                          ASSUMING CURRENT CHARGES
- ------------------------------------------------------------------------------------------------------------------------------------
                              Death Benefit (2)                 Accumulated Value (2)                 Surrender Value (2)
                        Assuming Hypothetical Gross          Assuming Hypothetical Gross          Assuming Hypothetical Gross
                        Annual Investment Return of          Annual Investment Return of          Annual Investment Return of
                    ------------------------------------ ------------------------------------ ------------------------------------
End of Accumulated       0%         6%          12%           0%         6%          12%          0%          6%          12%
 Year  Premiums (1) (-.82% Net) (5.18% Net) (11.18% Net) (-.82% Net) (5.18% Net) (11.18% Net) (-.82% Net) (5.18% Net) (11.18% Net)
 ----  ------------ ----------- ----------- ------------ ----------- ----------- ------------ ----------- ----------- ------------


<S>     <C>          <C>         <C>         <C>           <C>        <C>         <C>           <C>        <C>         <C>
  1     $   16,800   $1,000,000  $1,000,000  $1,000,000    $ 13,522   $ 14,364    $   15,207    $  4,022   $  4,864    $    5,707
  2         34,440    1,000,000   1,000,000   1,000,000      26,704     29,219        31,835      17,204     19,719        22,335
  3         52,962    1,000,000   1,000,000   1,000,000      39,527     44,562        50,005      30,027     35,062        40,505
  4         72,410    1,000,000   1,000,000   1,000,000      51,970     60,386        69,849      42,470     50,886        60,349
  5         92,831    1,000,000   1,000,000   1,000,000      64,010     76,685        91,511      54,510     67,185        82,011
  6        114,272    1,000,000   1,000,000   1,000,000      75,620     93,449       115,149      66,572     84,401       106,102
  7        136,786    1,000,000   1,000,000   1,000,000      86,770    110,664       140,940      78,628    102,522       132,797
  8        160,425    1,000,000   1,000,000   1,000,000      97,430    128,318       169,077      90,644    121,532       162,291
  9        185,246    1,000,000   1,000,000   1,000,000     107,565    146,392       199,779     102,589    141,416       194,803
 10        211,309    1,000,000   1,000,000   1,000,000     117,717    165,688       234,449     115,002    162,974       231,735
 11        238,674    1,000,000   1,000,000   1,000,000     127,567    185,785       272,816     127,567    185,785       272,816
 12        267,408    1,000,000   1,000,000   1,000,000     136,761    206,366       314,945     136,761    206,366       314,945
 13        297,578    1,000,000   1,000,000   1,000,000     145,206    227,381       361,227     145,206    227,381       361,227
 14        329,257    1,000,000   1,000,000   1,000,000     152,792    248,771       412,112     152,792    248,771       412,112
 15        362,520    1,000,000   1,000,000   1,000,000     159,399    270,470       468,128     159,399    270,470       468,128
 20        555,508    1,000,000   1,000,000   1,000,000     172,661    381,315       852,207     172,661    381,315       852,207
 25        801,815    1,000,000   1,000,000   1,603,639     130,263    487,725     1,498,728     130,263    487,725     1,498,728
 30      1,116,173                1,000,000   2,692,362                569,867     2,564,154                569,867     2,564,154
<FN>
(1) Assumes net interest of 5% compounded annually.

(2) Assumes no policy loan has been made.
</FN>
</TABLE>
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
to be 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  or  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.
<TABLE>
<CAPTION>
Illustration 3                        PRINCIPAL LIFE INSURANCE COMPANY                                Initial Face Amount $1,000,000
                                     SURVIVORSHIP VARIABLE UNIVERSAL LIFE                             Death Benefit Option 2
PLANNED PREMIUM $16,000    MALE AGE 55 PREFERRED NON-SMOKER, FEMALE AGE 50 PREFERRED NON-SMOKER
                                          ASSUMING CURRENT CHARGES
- ------------------------------------------------------------------------------------------------------------------------------------
                              Death Benefit (2)                 Accumulated Value (2)                 Surrender Value (2)
                        Assuming Hypothetical Gross          Assuming Hypothetical Gross          Assuming Hypothetical Gross
                        Annual Investment Return of          Annual Investment Return of          Annual Investment Return of
                    ------------------------------------ ------------------------------------ ------------------------------------
End of Accumulated       0%         6%          12%           0%         6%          12%          0%          6%          12%
 Year  Premiums (1) (-.82% Net) (5.18% Net) (11.18% Net) (-.82% Net) (5.18% Net) (11.18% Net) (-.82% Net) (5.18% Net) (11.18% Net)
 ----  ------------ ----------- ----------- ------------ ----------- ----------- ------------ ----------- ----------- ------------

<S>     <C>          <C>         <C>          <C>          <C>         <C>         <C>          <C>         <C>        <C>
   1    $   16,800   $1,013,640  $1,014,486   $1,015,333   $ 13,640    $ 14,486    $   15,333   $  4,140    $  4,986   $    5,833
   2        34,440    1,026,935   1,029,464    1,032,094     26,935      29,464        32,094     17,435      19,964       22,594
   3        52,962    1,039,859   1,044,924    1,050,400     39,859      44,924        50,400     30,359      35,424       40,900
   4        72,410    1,052,388   1,060,855    1,070,374     52,388      60,855        70,374     42,888      51,355       60,874
   5        92,831    1,064,491   1,077,238    1,092,145     64,491      77,238        92,145     54,991      67,738       82,645
   6       114,272    1,076,133   1,094,051    1,115,856     76,133      94,051       115,856     67,085      85,003      106,808
   7       136,786    1,087,296   1,111,285    1,141,675     87,296     111,285       141,675     79,153     103,143      133,532
   8       160,425    1,098,266   1,129,246    1,170,114     98,266     129,246       170,114     91,480     122,461      163,328
   9       185,246    1,109,037   1,147,956    1,201,431    109,037     147,956       201,431    104,061     142,980      196,455
  10       211,309    1,120,197   1,168,270    1,237,083    120,197     168,270       237,083    117,483     165,556      234,369
  11       238,674    1,132,300   1,190,671    1,277,720    132,300     190,671       277,720    132,300     190,671      277,720
  12       267,408    1,144,208   1,214,091    1,322,664    144,208     214,091       322,664    144,208     214,091      322,664
  13       297,578    1,155,906   1,238,560    1,372,359    155,906     238,560       372,359    155,906     238,560      372,359
  14       329,257    1,167,370   1,264,102    1,427,289    167,370     264,102       427,289    167,370     264,102      427,289
  15       362,520    1,178,574   1,290,738    1,487,986    178,574     290,738       487,986    178,574     290,738      487,986
  20       555,508    1,235,703   1,448,063    1,908,962    235,703     448,063       908,962    235,703     448,063      908,962
  25       801,815    1,278,938   1,634,919    2,596,692    278,938     634,919     1,596,692    278,938     634,919    1,596,692
  30     1,116,173    1,289,133   1,836,584    3,703,530    289,133     836,584     2,703,530    289,133     836,584    2,703,530
<FN>
(1) Assumes net interest of 5% compounded annually.

(2) Assumes no policy loan has been made.
</FN>
</TABLE>
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
to be 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 or 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.

<TABLE>
<CAPTION>
Illustration 4                        PRINCIPAL LIFE INSURANCE COMPANY                                Initial Face Amount $1,000,000
                                     SURVIVORSHIP VARIABLE UNIVERSAL LIFE                             Death Benefit Option 2
PLANNED PREMIUM $16,000    MALE AGE 55 PREFERRED NON-SMOKER, FEMALE AGE 50 PREFERRED NON-SMOKER
                                          ASSUMING CURRENT CHARGES
- ------------------------------------------------------------------------------------------------------------------------------------
                              Death Benefit (2)                 Accumulated Value (2)                 Surrender Value (2)
                        Assuming Hypothetical Gross          Assuming Hypothetical Gross          Assuming Hypothetical Gross
                        Annual Investment Return of          Annual Investment Return of          Annual Investment Return of
                    ------------------------------------ ------------------------------------ ------------------------------------
End of Accumulated       0%         6%          12%           0%         6%          12%          0%          6%          12%
 Year  Premiums (1) (-.82% Net) (5.18% Net) (11.18% Net) (-.82% Net) (5.18% Net) (11.18% Net) (-.82% Net) (5.18% Net) (11.18% Net)
 ----  ------------ ----------- ----------- ------------ ----------- ----------- ------------ ----------- ----------- ------------

<S>     <C>          <C>         <C>         <C>           <C>         <C>        <C>           <C>         <C>         <C>
  1     $   16,800   $1,013,521  $1,014,363  $1,015,206    $ 13,521    $ 14,363   $   15,206    $  4,021    $  4,863    $    5,706
  2         34,440    1,026,698   1,029,213   1,031,828      26,698      29,213       31,828      17,198      19,713        22,328
  3         52,962    1,039,508   1,044,540   1,049,980      39,508      44,540       49,980      30,008      35,040        40,480
  4         72,410    1,051,923   1,060,331   1,069,784      51,923      60,331       69,784      42,423      50,831        60,284
  5         92,831    1,063,914   1,076,568   1,091,368      63,914      76,568       91,368      54,414      67,068        81,868
  6        114,272    1,075,446   1,093,229   1,114,873      75,446      93,229      114,873      66,398      84,182       105,825
  7        136,786    1,086,481   1,110,285   1,140,444      86,481     110,285      140,444      78,339     102,142       132,301
  8        160,425    1,096,977   1,127,700   1,168,239      96,977     127,700      168,239      90,191     120,914       161,453
  9        185,246    1,106,886   1,145,432   1,198,426     106,886     145,432      198,426     101,910     140,456       193,450
 10        211,309    1,116,732   1,164,243   1,232,332     116,732     164,243      232,332     114,018     161,529       229,617
 11        238,674    1,126,179   1,183,670   1,269,592     126,179     183,670      269,592     126,179     183,670       269,592
 12        267,408    1,134,850   1,203,341   1,310,147     134,850     203,341      310,147     134,850     203,341       310,147
 13        297,578    1,142,623   1,223,134   1,354,212     142,623     223,134      354,212     142,623     223,134       354,212
 14        329,257    1,149,360   1,242,902   1,402,007     149,360     242,902      402,007     149,360     242,902       402,007
 15        362,520    1,154,902   1,262,467   1,453,752     154,902     262,467      453,752     154,902     262,467       453,752
 20        555,508    1,158,411   1,349,537   1,780,291     158,411     349,537      780,291     158,411     349,537       780,291
 25        801,815    1,096,990   1,385,762   2,240,193      96,990     385,762    1,240,193      96,990     385,762     1,240,193
 30      1,116,173                1,288,092   2,842,972                 288,092    1,842,972                 288,092     1,842,972
<FN>
(1) Assumes net interest of 5% compounded annually.

(2) Assumes no policy loan has been made.
</FN>
</TABLE>

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
to be 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 or 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

The target  premiums for the Policy are based on the joint  equivalent age (JEA)
of the insureds. The JEA takes into account the gender*, age, smoking status and
risk classification of each insured. The calculation is as follows:

     1.  Start with the unadjusted individual ages of insured #1 and insured #2.
         Call this (X1) and (X2)  respectively.
     2.  Take  each  individual  age and adjust for gender.
         -if Male the gender adjustment is 0
         -if Female the gender adjustment is minus 5
         -if Unisex rating is used, the gender adjustment is minus 2

     3.  Take  resulting  individual  ages from step 2 and adjust for smokers if
         applicable.
         -if Male Smoker the smoker adjustment is plus 3
         -if Female Smoker the smoker adjustment is plus 2
         -if Unisex Smoker the smoker adjustment is plus 3

     4.  Take resulting individual ages from step 3 and adjust for substandard
         table ratings, if any.
         -if table A rating then add 2
         -if table B rating then add 4
         -if table C rating then add 6
         -if table D rating then add 8
         -if table E rating then add 10
         -if table F rating then add 12
         -if table G rating then add 14
         -if table H rating then add 15
         -if rating is higher than table H then add 16.

     5.  The result of step 4 is the adjusted individual  ages of insured #1 and
         insured #1. Call this (X1A) and (X2A) respectively.
     6.  If (X1A) is greater than 100 then set (X1A) equal to 100.
     7.  If (X1B) is greater  than 100 then set (X1B)  equal to 100.
     8.  Take the difference between (X1A) and (X1B). Call this (XDIFF).
     9.  Look up (XDIFF)  on the  table  below  to find  out  what to add on to
         youngest adjusted age.
                                          XDIFF                        ADD ON

                                    0                                     0
                                    1      to        2                    1
                                    3      to        4                    2
                                    5      to        6                    3
                                    7      to        9                    4
                                   10      to       12                    5
                                   13      to       15                    6
                                   16      to       18                    7
                                   19      to       23                    8
                                   24      to       28                    9
                                   29      to       34                   10
                                   35      to       39                   11
                                   40      to       44                   12
                                   45      to       47                   13
                                   48      to       50                   14
                                   51      to       53                   15
                                   54      to       56                   16
                                   57      to       60                   17
                                   61      to       64                   18
                                   65      to       69                   19
                                   70      to       75                   20
                                   76      to       85                   21

     10. The JEA  (Joint  Equivalent  Age) is equal to the  Minimum of (X1A) and
         (X1B) plus ADD ON from the table above.

     Example:

     Male Nonsmoker age 45 table rating A, Female Smoker age 57.

         1.  (X1) = 45 and (X2) = 57
         2.   (X1) = 45 + 0 =  45; and (X2) = 57 - 5 = 52
         3.   (X1) = 45 + 0 = 45; and (X2) = 52 + 2 = 54
         4.   (X1) = 45 + 2 = 47; and (X2) = 54 + 0 = 54
         5.   (XIA) = 47; (X2A) = 54
         6.   (XIA) is not greater than 100
         7.   (XIB) is not greater than 100
         8.   (XDIFF) = (X2A) - (X1A) = 54 - 47 = 7
         9.   ADD ON = 4
         10.  JEA = minimum of (XIA) and (X2A) + ADD ON = 47 + 4 = 51

SVUL Target Premium Rates per $1000 of Face

           JEA             Target               JEA                     Target
 less than  20              2.78                 61                      21.67
            20              2.78                 62                      22.98
            21              2.87                 63                      24.23
            22              2.95                 64                      25.41
            23              3.03                 65                      26.52
            24              3.13                 66                      27.56
            25              3.22                 67                      28.56
            26              3.32                 68                      29.53
            27              3.41                 69                      30.45
            28              3.52                 70                      31.36
            29              3.62                 71                      32.27
            30              3.73                 72                      33.17
            31              3.84                 73                      34.08
            32              3.96                 74                      35.02
            33              4.07                 75                      35.97
            34              4.24                 76                      36.95
            35              4.42                 77                      37.95
            36              4.60                 78                      38.94
            37              4.79                 79                      39.96
            38              4.99                 80                      40.99
            39              5.20                 81                      42.00
            40              5.41                 82                      42.00
            41              5.64                 83                      42.00
            42              5.87                 84                      42.00
            43              6.11                 85                      42.00
            44              6.51                 86                      42.00
            45              6.93                 87                      42.00
            46              7.38                 88                      42.00
            47              7.86                 89                      42.00
            48              8.38                 90                      42.00
            49              8.93   greater than  90                      42.00
            50              9.50
            51              10.12
            52              10.78
            53              11.49
            54              12.54
            55              13.68
            56              14.92
            57              16.22
            58              17.58
            59              18.94
            60              20.32

   * The cost of  insurance  rate for Policies  issued in states  which  require
     unisex  pricing or in  connection  with  employment  related  insurance and
     benefit plans is not based on the gender of the insured.



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