PRINCIPAL MUTUAL LIFE INSURANCE CO VARIABLE LIFE SEP ACCOUNT
485BPOS, 2000-04-20
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                                                  Registration No. 333-00101

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                        POST-EFFECTIVE AMENDMENT NO. 9 TO
                                    FORM S-6

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

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

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

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

                   Please send copies of all communications to

                                 J. Sumner Jones
                                 Jones & Blouch
                                 Suite 405 West
                        1025 Thomas Jefferson Street, NW
                            Washington, DC 20007-0805

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

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

     __X__ on May 1, 2000 pursuant to paragraph (b) of Rule 485

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

     _____ on (date) pursuant to paragraph (a)(1) of Rule 485


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

Title and Amount of  Securities:  PrinFlex Life Insurance  Policy.
<PAGE>
                        PRINCIPAL LIFE INSURANCE COMPANY
                         VARIABLE LIFE SEPARATE ACCOUNT

                       Registration Statement on Form S-6
                              Cross Reference Sheet

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

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

        2..............  The Company

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

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

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

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

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

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

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

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

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

        10(b)..........  Policy Values; Participating Policy

        10(c), 10(d)...  Summary (Transfers; Policy Loans;
                         Surrenders, Charges and Deductions; Maturity Proceeds;
                         Death Benefits and Proceeds, Termination and
                         Reinstatement; Ten Day Examination Offer); Ten Day
                         Examination Offer; Investment Account Transfers; Policy
                         Loans; Death Benefits and Rights; Charges and
                         Deductions (Transaction Fees, Surrender Charge)
                         Policy Termination  and Reinstatement

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

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

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

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

        10(i)..........  Principal Life Insurance Company Variable Life
                         Separate Account, The Policy;
                         Death Benefits and Rights;
                         General Provisions (Addition, Deletion or Substitution
                         of Investments; Optional Insurance Benefits; Benefit
                         Payment Options); Federal Tax Matters

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

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

        12(b)..........  Principal Life Insurance Company Variable Life
                         Separate Account

        12(c)..........  Not Applicable

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

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

        13(a)..........  Summary (Charges and Deductions); Principal Life
                         Insurance Company Variable Life Separate Account;
                         Charges and Deductions; Distribution of the Policy

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

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

        15.............  Summary (Premiums); The Policy (To Buy a Policy)

        16.............  Summary (The Policy); Principal Life Insurance
                         Company Variable Life Separate Account; The Policy
                         (Allocation of Premiums; Policy Values, Investment
                         Account Transfers, Fixed Account Transfers, Automatic
                         Portfolio Rebalancing, Policy Loans, Loan Account,
                         Surrenders); General Provisions (Addition, Deletion or
                         Substitution of Investments)

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

        18(a)..........  Summary (Policy Value); The Policy

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

        18(c)..........  Values and Policy Features While the Policy is in Force

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

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

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

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

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

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

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

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

        24.............  Charges and Deductions (Special Provisions for Group or
                         Sponsored Arrangements)

        25.............  The Company

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

        27.............  The Company

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

        29.............  The Company

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

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

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

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

<PAGE>

                                PrinFlex Life(R)
            Flexible Premium Variable Universal Life Insurance Policy

The PrinFlex  Life(R)  Flexible  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 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:
<TABLE>
         <S>                                                  <C>
         Principal Variable Contracts Fund, Inc.              Fidelity Variable Insurance Products Fund II
                  Aggressive Growth Account                            Contrafund Portfolio
                  Asset Allocation Account                    Fidelity Variable Insurance Products Fund:
                  Balanced Account                                     Equity-Income Portfolio
                  Bond Account                                         High Income Portfolio
                  Capital Value Account                       Putnam Variable Trust
                  Government Securities Account                        Global Asset Allocation Fund
                  Growth Account                                       Vista Fund
                  International Account                                Voyager Fund
                  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
</TABLE>

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 May 1, 2000.
<PAGE>



                                TABLE OF CONTENTS


GLOSSARY  ................................................................   4
SUMMARY ..................................................................   6
CONDENSED FINANCIAL INFORMATION ..........................................  12
THE COMPANY ..............................................................  14
PRINCIPAL LIFE INSURANCE COMPANY VARIABLE LIFE SEPARATE ACCOUNT...........  15
THE FUNDS.................................................................  16
THE POLICY................................................................  21
     To Buy a Policy......................................................  21
     Payment of Premiums..................................................  23
     Premium Limitations..................................................  23
     Allocation of Premiums...............................................  24
     Ten Day Examination Offer............................................  24
     Policy Values........................................................  25
     Investment Account Transfers.........................................  26
     Fixed Account Transfers..............................................  27
     Automatic Portfolio Balancing........................................  28
     Policy Loans.........................................................  28
     Loan Account.........................................................  29
     Surrenders...........................................................  30
DEATH BENEFITS AND RIGHTS.................................................  31
     Death Proceeds.......................................................  31
     Death Benefit Option.................................................  31
     Change in Death Benefit Option.......................................  33
     Adjustment Options...................................................  34
CHARGES AND DEDUCTIONS....................................................  35
     Premium Expense Charge...............................................  35
     Monthly Policy Charge................................................  36
     Cost of Insurance Charge.............................................  36
     Administration Charge................................................  37
     Mortality and Expense Risks Charge...................................  37
     Transaction Fees.....................................................  38
     Surrender Charge.....................................................  38
     Sales Charge Limitations.............................................  39
     Other Charges........................................................  40
     Special Provisions for Group or Sponsored Arrangements...............  40
THE FIXED ACCOUNT.........................................................  41
POLICY TERMINATION AND REINSTATEMENT......................................  42
     Policy Termination...................................................  42
     Reinstatement........................................................  43
OTHER MATTERS.............................................................  44
     Voting Rights........................................................  44
     Statement of Values..................................................  44
     Services Available by Telephone......................................  45
GENERAL PROVISIONS........................................................  46
     The Contract.........................................................  46
     Optional Insurance Benefits..........................................  46
     Misstatement of Age or Gender........................................  47
     Assignment...........................................................  47
     Ownership............................................................  47
     Beneficiary..........................................................  48
     Benefit Instructions.................................................  48
     Benefit Payment Options..............................................  48
     Right to Exchange Policy.............................................  48
     Participating Policy.................................................  49
     Incontestability.....................................................  49
     Suicide..............................................................  49
     Delay of Payments....................................................  50
     Addition, Deletion or Substitution of Investments....................  50
DISTRIBUTION OF THE POLICY................................................  51
OFFICERS AND DIRECTORS OF PRINCIPAL MANAGEMENT CORPORATION................  52
OFFICERS AND DIRECTORS OF PRINCIPAL LIFE INSURANCE COMPANY................  52
     Executive Officers (Other Than Directors)............................  52
     Directors............................................................  52
STATE REGULATION..........................................................  54
FEDERAL TAX MATTERS.......................................................  54
     Tax Status of the Company and the Separate Account...................  54
     Charges for Taxes....................................................  54
     Diversification Standards............................................  55
     IRS Definition of Life Insurance.....................................  55
     Modified Endowment Contract Status...................................  55
     Policy Surrenders and Partial Surrenders.............................  56
     Policy Loans and Loan Interest.......................................  56
     Corporate Alternative Minimum Tax....................................  57
     Exchange or Assignment of Policies...................................  57
     Withholding..........................................................  57
     Taxation of Accelerated Death Benefits...............................  57
     Other Tax Issues.....................................................  57
EMPLOYEE BENEFIT PLANS....................................................  58
LEGAL OPINIONS............................................................  58
LEGAL PROCEEDINGS.........................................................  58
REGISTRATION STATEMENT....................................................  58
OTHER VARIABLE INSURANCE CONTRACTS........................................  58
RESERVATION OF RIGHTS.....................................................  58
INDEPENDENT AUDITORS......................................................  60
FINANCIAL STATEMENTS......................................................  60
CUSTOMER INQUIRIES........................................................  60
Appendix A - Sample Illustrations......................................... 131
Appendix B - Target Premiums.............................................. 138



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.
<PAGE>

GLOSSARY

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

attained age - 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 policy value 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.

insured - the person named as the "insured" on the  application  for the Policy.
The insured may or may not be the owner.

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

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

maturity date - the policy anniversary following the insured's 95th birthday.


monthly date - the day of the month which is the same day as the policy date.
         Example: If the policy date is June 5, 2000, the first monthly date is
                  July 5, 2000.


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 contract.

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 June 5, 2000, the first policy year ends on
     June 4, 2001. The first policy anniversary falls on June 5, 2001.


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.

related  policies - policies  which have a common  effective  date pursuant to a
written request from the applicant(s).

surrender value - policy value minus any surrender charge.

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
contingent deferred sales 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

<PAGE>


SUMMARY

This prospectus  describes a 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    lifetime protection, 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.

Division:                           the division invests in:
- --------                            -----------------------
                                    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
Fidelity Equity-Income              Fidelity VIP Equity-Income Portfolio
Fidelity High Income                Fidelity VIP High Income Portfolio
Putnam Global Asset Allocation      Putnam VT Global Asset Allocation Fund
Putnam Vista                        Putnam VT Vista Fund
Putnam Voyager                      Putnam VT Voyager Fund

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 initial premium payment must be at least as much as the minimum
monthly  premium  shown on your  illustration  for the Policy.  Minimum  monthly
premium  payments  must be made for the first 24  policy  months  (except  where
prohibited  by state  law).  Increases  in the face  amount of the Policy  cause
increases in the minimum monthly premium.

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  make  an
allocation.   The  value  of  an  Investment  Account  reflects  the  investment
experience of the division.

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
Deductions from Premiums
- ------------------------
o    Sales  load of 2.75% of  premiums  less  than or equal to  target  premiums
     (0.75% of premiums in excess of target premiums) made:
     o    during each of the first ten years; and
     o    with  respect to  premiums  made  because of a face  amount  increase,
          during the first ten years after the increase.
o    2.20% for state and local taxes.
o    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).
The charge is:
o    deferred administrative charge of $3 per $1,000 of face amount (but no more
     than $1,500 per Policy), plus
o    deferred sales charge of 47.25% times premiums paid (up to a maximum of two
     target   premiums)  (see  CHARGES  AND  DEDUCTIONS  -  Surrender   Charge),
     multiplied by
o    the applicable surrender charge percentage shown below:

                        Surrender Charge Percentage Table
                        ---------------------------------
     Number of years since policy              The following percentage of
    date 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


Monthly Policy Charges
- ----------------------
o    Administration charge:
     o    During first policy year: 1/12 x ($.40 for each $1,000 of face amount)
          but not less than $6.00/month and not more than $16.67/month.
     o    During every policy year after the first,  the monthly  administration
          charge is $6.00.
o    Cost of insurance charge.
o    Mortality and expense risks charge of 0.90% of your Investment Accounts per
     year.  (After the 9th policy year,  the  mortality and expense risks charge
     will not be more than 0.27% 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 funds
     underlying the Investment Accounts.

Death Benefits and Proceeds
The death proceeds are paid to the beneficiary(ies) when the insured dies. Death
proceeds are  calculated  as of the insured's  date of death.  The amount of the
death proceeds are:
o    the death benefit plus interest (as explained in DEATH  BENEFITS AND RIGHTS
     - Death Proceeds)
o    plus proceeds from any benefit riders
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 insured until
the date of payment or application under a benefit payment option.

Maturity Proceeds
If the 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 $50,000 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 $50,000.


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 of failure to pay minimum monthly premiums or 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 from when the Policy is delivered to you. The free-look  period may be
     longer in certain states.
o    We return  either all  premiums  paid or the  policy  value,  whichever  is
     required by applicable state law.
<PAGE>

CONDENSED FINANCIAL INFORMATION

Following are unit values for the policy for the periods ended December 31.
<TABLE>
<CAPTION>
                                                                                                                 Number of
                                                              Accumulation Unit Value                        Accumulation Units
                                                 ------------------------------------------------------         Outstanding
                                                 Beginning             End         Percentage of Change        End of Period
                                                 of Period          of Period      from Prior Period           (in thousands)
                                                 ---------          ---------      --------------------        --------------
     <S>                                         <C>                 <C>                 <C>                    <C>
     Aggressive Growth Division
         1999                                    $14.728             $20.567             39.65%                 1,604,692
         1998                                     12.388              14.728             18.89                    966,076
         1997*                                    10.000              12.388             23.88                    316,073
     Asset Allocation Division
         1999                                     12.566              15.015             19.49                    197,598
         1998                                     11.509              12.566              9.18                    126,757
         1997*                                    10.000              11.509             15.09                     48,811
     Balanced Division
         1999                                     12.932              13.242              2.40                    629,662
         1998                                     11.555              12.932             11.92                    470,384
         1997*                                    10.000              11.555             15.55                    117,668
     Bond Division
         1999                                     11.816              11.510             (2.59)                   415,598
         1998                                     10.973              11.816              7.68                    169,676
         1997*                                    10.000              10.973              9.73                     44,349
     Capital Value Division
         1999                                     14.219              13.609             (4.29)                 1,441,876
         1998                                     12.519              14.219             13.58                  1,001,214
         1997*                                    10.000              12.519             25.19                    251,678
     Government Securities Division
         1999                                     11.830              11.796             (0.29)                   261,482
         1998                                     10.927              11.830              8.26                    276,130
         1997*                                    10.000              10.927              9.27                      9,538
     Growth Division
         1999                                     14.724              17.144             16.43                    623,469
         1998                                     12.133              14.724             21.35                    323,329
         1997*                                    10.000              12.133             21.33                     75,951
     International Division
         1999                                     12.053              15.179             25.93                    866,405
         1998                                     10.959              12.053              9.98                    647,156
         1997*                                    10.000              10.959              9.59                    247,757
     International SmallCap Division
         1999                                      9.053              17.546             93.81                    110,487
         1998**                                   10.000               9.053             (9.47)                    34,925
     MicroCap Division
         1999                                      8.175               8.087             (1.07)                    53,079
         1998**                                   10.000               8.175            (18.25)                    18,274
     MidCap Division
         1999                                     12.470              14.096             13.04                  1,299,467
         1998                                     12.027              12.470              3.68                  1,122,974
         1997*                                    10.000              12.027             20.27                    408,693
     MidCap Growth Division
         1999                                      9.688              10.744             10.90                     90,805
         1998**                                   10.000               9.688             (3.12)                    32,540
     Money Market Division
         1999                                     11.021              11.542              4.73                  1,036,582
         1998                                     10.469              11.021              5.27                    723,761
         1997*                                    10.000              10.469              4.69                    365,753
     Real Estate Division
         1999                                      9.353               8.935             (4.48)                     8,240
         1998**                                   10.000               9.353             (6.47)                     3,390
     SmallCap Division
         1999                                      7.995              11.479             43.58                     94,724
         1998**                                   10.000               7.995            (20.05)                    31,352
     SmallCap Growth Division
         1999                                     10.264              20.086             95.69                    106,489
         1998**                                   10.000              10.264              2.64                     20,430
     SmallCap Value Division
         1999                                      8.511              10.337             21.45                     56,377
         1998**                                   10.000               8.511            (14.89)                    16,935
     Stock Index 500 Division
         1999***                                  10.000              11.048             10.48                    604,329
     Utilities Division
         1999                                     11.560              11.826              2.29                     35,670
         1998**                                   10.000              11.560             15.60                      3,944
     Fidelity Contrafund Division
         1999                                     15.746              19.565             24.25                  1,100,301
         1998                                     12.114              15.746             29.98                    509,526
         1997*                                    10.000              12.114             21.14                    172,484
     Fidelity Equity-Income Division
         1999                                     13.688              14.555              6.33                    639,599
         1998                                     12.263              13.688             11.62                    358,372
         1997*                                    10.000              12.263             22.63                     83,042
     Fidelity High Income Division
         1999                                     11.020              11.918              8.15                    130,948
         1998                                     11.518              11.020             (4.32)                    96,628
         1997*                                    10.000              11.518             15.18                     28,608
     Putnam Global Asset Allocation Division
         1999                                     10.299              11.504             11.71                     33,053
         1998**                                   10.000              10.299              2.99                      7,305
     Putnam Vista Division
         1999                                     10.506              16.031             52.59                     55,171
         1998**                                   10.000              10.506              5.06                     11,712
     Putnam Voyager Division
         1999                                     10.843              17.133             58.01                    501,679
         1998**                                   10.000              10.843              8.43                     82,965
<FN>
*    For the period from  February 7, 1997 date Policy first  available  through
     December 31, 1997.
**   For the period from May 1, 1998 (date Division first offered in the Policy)
     through December 31, 1998.
***  For the period from May 1, 1999 (date Division first offered in the Policy)
     through December 31, 1999.
</FN>
</TABLE>

<PAGE>

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 a mutual insurance holding company named
"Principal Mutual Holding Company."

The  Company was  incorporated  on June 24, 1879 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 in 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.


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
     --------                  -------------------                 ------------------             --------------------
<S>                      <C>                             <C>                               <C>

Aggressive Growth        Aggressive Growth Account       Morgan Stanley Asset              to provide long-term capital appreciation
                                                         Management Inc. through a         by investing primarily in growth-oriented
                                                         sub-advisory agreement            common stocks of medium and large
                                                                                           capitalization U.S. corporations and, to
                                                                                           a limited extent, foreign corporations.

Asset Allocation         Asset Allocation Account        Morgan Stanley Asset              to generate a total investment return
                                                         Management Inc. through a         consistent with the preservation of
                                                         sub-advisory agreement            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
                                                         through a sub-advisory agreement  appreciation and secondarily 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 Account   Invista Capital Management, LLC   to seek a high level of current income,
                                                         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 Account  Invista  Capital Management, LLC  to seek 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 non-United States
                                                                                           companies with comparatively smaller
                                                                                           market capitalizations.

MicroCap                 MicroCap Account                Goldman Sachs Asset Management    to seek long-term growth of capital. The
                                                         through a sub-advisory agreement  Account will attempt to achieve its
                                                                                           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
                                                         through a sub-advisory agreement  investing primarily in securities of
                                                                                           emerging and other growth-oriented
                                                                                           companies.


MidCap Growth            MidCap Growth Account           Dreyfus Corporation through       to seek long-term growth of capital. The
                                                         a 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  to seek 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   to seek 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       to seek long-term growth of capital. The
                                                         sub-advisory agreement            Account will attempt to achieve its
                                                                                           objective by investing primarily in
                                                                                           equity securities of growth companies
                                                                                           with comparatively smaller market
                                                                                           capitalizations.

SmallCap Value           SmallCap Value Account          J.P. Morgan Investment            to seek long-term growth of capital by
                                                         Management through a              investing primarily in equity securities
                                                         sub-advisory agreement            of small companies with value
                                                                                           characteristics and comparatively smaller
                                                                                           market capitalizations.

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


Utilities                Utilities Account               Invista Capital Management, LLC   to seek to provide current income and
                                                         through a sub-advisory agreement  long-term growth of income and capital by
                                                                                           investing primarily through a
                                                                                           sub-advisory agreement in equity and
                                                                                           fixed-income securities of companies in
                                                                                           the public utilities industry.
<S>                         <C>                                   <C>                      <C>

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

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

Fidelity High Income        Fidelity VIP High Income Portfolio    Fidelity Management and  to seek a high level of current income by
                                                                  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        to seek 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        to seek capital appreciation.
                                                                  Management, Inc.

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


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.
<PAGE>

The annual  expenses of  Investment  Accounts  (as a  percentage  of average net
assets) as of December 31, 1999 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                                 0.75%              N/A              0.02%                 0.77%
     Asset Allocation                                  0.80               N/A              0.05                  0.85
     Balanced                                          0.57               N/A              0.01                  0.58
     Bond                                              0.49               N/A              0.01                  0.50
     Capital Value(1)                                  0.43               N/A              0.00                  0.43
     Government Securities                             0.49               N/A              0.01                  0.50
     Growth(1)                                         0.45               N/A              0.00                  0.45
     International(1)                                  0.73               N/A              0.05                  0.78
     International SmallCap                            1.20               N/A              0.12                  1.32
     MicroCap(2)                                       1.00               N/A              0.28                  1.28
     MidCap                                            0.61               N/A              0.00                  0.61
     MidCap Growth(2)                                  0.90               N/A              0.19                  1.09
     Money Market                                      0.50               N/A              0.02                  0.52
     Real Estate                                       0.90               N/A              0.09                  0.99
     SmallCap                                          0.85               N/A              0.06                  0.91
     SmallCap Growth(2)                                1.00               N/A              0.07                  1.07
     SmallCap Value(2)                                 1.10               N/A              0.34                  1.44
     Stock Index 500(2)                                0.35               N/A              0.14                  0.49(3)
     Utilities                                         0.60               N/A              0.04                  0.64

Fidelity
     Fidelity Contrafund                               0.58               N/A              0.09                  0.67
     Fidelity Equity-Income                            0.48               N/A              0.09                  0.57
     Fidelity High Income                              0.58               N/A              0.11                  0.69

Putnam Class IB Shares
     Putnam Global Asset Allocation                    0.65               0.15%            0.12                  0.92(4)
     Putnam Vista                                      0.65               0.15             0.10                  0.90(4)
     Putnam Voyager                                    0.53               0.15             0.04                  0.72(4)
<FN>
     (1)  Based on the management fee schedule in effect during the fiscal year.
          Modifications to the schedule were effective 1/1/2000.
     (2)  Manager has agreed to reimburse expenses, if necessary,  so that total
          Account operating  expenses for the year ending December 31, 2000 will
          be no more than:

                  MicroCap              1.06%        SmallCap Growth       1.06%
                  MidCap Growth         0.96%        SmallCap Value        1.16%
                                                     Stock Index 500       0.40%
     (3)  Expenses for the period from May 1, 1999 through December 31, 1999.
     (4)  The Company and Princor Financial  Services  Corporation may receive a
          portion  of  the  fund  expenses  for  recordkeeping,   marketing  and
          distribution services.
</FN>
</TABLE>

<PAGE>

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 is:
o    $50,000 for regular underwriting; or
o    $25,000 for guaranteed issue, expanded nonmedical and batch underwriting.
We reserve the right to increase or decrease the minimum face amount.

Generally, we do not issue policies for insureds who are:
o    over age 85 for regular underwriting; or
o    over  age  70  for  guaranteed   issue,   expanded   nonmedical  and  batch
     underwriting.*
     *   Expanded  non-medical  and  batch  underwriting  are  special  programs
         offered to certain cases involving an employer.  Batch underwriting may
         be  available  on cases  involving at least 5 lives in which there is a
         possible  substandard  risk  and a  need  to  improve  that  rating  is
         essential to placing the case. Expanded non-medical underwriting may be
         available  on cases  involving  at  least  25  lives  in which  ease of
         enrollment and underwriting requirements are determining factors.

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


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.

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. 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,
o    your Policy may be backdated, however:
     o    the policy date may not be more than three months prior to the date of
          application (or shorter period if required by state law);
     o    payment of minimum  required  premium is  required  for the  backdated
          period; and
     o    monthly  policy  charges are  deducted  from the policy  value for the
          backdated period; and
     o    your  written  request (as  defined in the  glossary)  specifying  the
          backdated policy date must accompany the application.
o    in the case of related policies:
     o    issuance of policies may be delayed to provide a common policy date;
     o    we will set the common  policy date  following  the last  underwriting
          decision on all applications; and
     o    your written  request  regarding  the policy dates must  accompany the
          applications.


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 (the  effective  date is the date we
     received at least the minimum monthly premium); or
o    the  application  was not  accompanied by a payment of at least the minimum
     monthly  premium  (the  effective  date is the date we receive at least the
     difference between the amount received and 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).


If the  insured  was to die  before  the owner  actually  receives  the  Policy,
coverage is determined  solely under the terms of the  conditional  receipt,  if
any.  The  insurance  coverage  under the Policy does not take effect  until the
owner actually receives the Policy.

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. You must pay premiums to us at our home office.

Where permitted by state law, you must pay a minimum premium during the first 24
policy months ("minimum  required  premium").  Within certain limits you can set
your premium schedule.  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.


During the first 24 policy  months,  failure to make premium  payments  does not
cause the Policy to terminate if:
o    any minimum required premium is paid; and
o    no policy loan is taken.

After the first 24 policy  months (or any time a policy  loan is taken),  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.

During the twelve  month period ended  December  31, 1999,  we received  premium
payments totaling $95,527,524 for these Policies.


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) are allocated to the
Money Market division at the end of the valuation period 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.  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 division and the Fixed Account, the allocation percentage must be zero or a
whole number.  The total of all the  percentages for the divisions 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    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.
o    See GENERAL PROVISIONS - Delay of Payments.

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 reflects your premium payments,  partial surrenders,
policy loans and the Policy expenses.

There is no guaranteed  minimum Investment Account value. Its value reflects the
investment  experience  of the  Investment  Accounts.  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 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 equal to or greater than the lesser of $100 or
     the value of your Investment Account.
o    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.  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.
o    Scheduled transfers will not start until the end of your free-look period.


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 equal to or greater than the lesser of
     $100 or the entire value of your Fixed Account.


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  dated)
          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.
o    Scheduled transfers will not start until the end of your free-look period.


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 the proceeds are used to purchase  units in
               the Capital  Value  division so that 50% of the policy values are
               once again invested in each division.


You may  elect  APR at the time of  application  or after  the  Policy  has been
issued.  The transfers are made at the end of the next valuation period after we
receive your instruction. 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
     or mailing us your written request.

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 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 insured's death;
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    If the total  surrender  is within ten years of the  policy  date or a face
     amount increase, a surrender charge is imposed.
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.


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 2% 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 the 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 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  insured's  death.
o    We must  receive  proof  of the  insured's  death  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 insured's death and include:
o    the death benefit described below;
o    plus proceeds from any benefit rider on the insured's  life;
o    minus policy loans and unpaid loan interest;
o    minus any overdue monthly policy charges if the insured died during a grace
     period;
o    plus  interest  on the  death  proceeds  from date of death  until  date of
     payment or application  under a benefit payment  option.  (We determine the
     interest  rate which will not be not less than the rate  required  by state
     law.)

Death Benefit Option
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  multiplied by the applicable  percentage.
The  applicable  percentage  is 250%  for an  insured  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  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 insured's age increases.  If the current
age of  the  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 the greater of 1) the current face amount plus the
policy  value on the date of death,  or 2) the policy value on the date of death
multiplied by the applicable percentage.

Illustration of Option 2
- ------------------------
Assume  that the  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.

The applicable percentage lowers as the insured's age increases.  If the current
age of  the  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.)

         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                                        100

    * 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
$50,000. 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 $50,000.  A face amount increase request made
in the first 24 policy months will increase the minimum monthly required premium
for the remainder of the 24 months. If your request is not approved,  no changes
are made to your Policy.

The request must be made on an adjustment  application.  The application must be
signed by the owner(s) and the insured.

We will approve your request if at the time of your request:
o    the insured is age 85 or less; and
o    we receive evidence  satisfactory to us that the insured is insurable under
     our underwriting guidelines then in place.

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,  the  amount of the  premium
payment  being  held  minus  the  premium  expense  charge is  allocated  to the
Investment   Accounts  and/or  Fixed  Account  on  the  effective  date  of  the
adjustment.  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 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;
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 $50,000.

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.  This
charge includes:
o    sales  load of 2.75% of  premiums  less  than or equal to  target  premiums
     (0.75% of premiums in excess of target premiums) made:
     o    during each of the first ten years; and
     o    with  respect to  premiums  made  because of a face  amount  increase,
          during the first ten years after the increase.
o    2.20% for state and local taxes.
o    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.


For the twelve month period ending December 31, 1999, we collected $2,172,052 in
premium  expense  charges  and  $2,724,938  in premium  tax  charges  from these
Policies.


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 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.


For each division and the Fixed  Account,  the allocation  percentage  must be a
whole  percentage  number or zero. 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 your  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.

For the twelve month period ending December 31, 1999, administrative and cost of
insurance charges totaled $16,006,585 for these Policies.


Cost of Insurance Charge
Your monthly cost of insurance charge is (a) multiplied by (b minus c) where:
(a)  is the cost of insurance rate described below divided by 1,000;
(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
(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 the 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*,  smoking
status 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*,  smoking
status, attained age and risk classification of the insured.

Different cost of insurance rates may apply to face amount  increases.  The cost
of insurance  for the  increase is based on the  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  the  insured's  gender*,   smoking  status,  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
Current charges
- ---------------
o    The monthly  administration charge in the first policy year is 1/12 x ($.40
     per $1,000 of face  amount)  with a minimum  monthly  charge of $6.00 and a
     maximum monthly charge of $16.67.
o    After the first policy year, the monthly administration charge is $6.00.

Guaranteed administration charges
- ---------------------------------
o    The guaranteed  maximum monthly  administration  charge in the first policy
     year is 1/12 x ($.60 per  $1,000  of face  amount)  with a minimum  monthly
     charge of $25.
o    After the first policy year, the guaranteed maximum monthly  administration
     charge is $10.00.

The Policy also has a contingent deferred  administration  charge as part of the
surrender charge.  The surrender charge applies to total surrender of the Policy
and to  termination  of the Policy at the end of a grace period (see CHARGES AND
DEDUCTIONS - Surrender Charge).

The  monthly  administration  charge  and  the  deferred  administration  charge
reimburse  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 0.90% of your  Investment  Account(s).  Each  month
thereafter,  we deduct a charge at an  annual  rate of 0.27% of your  Investment
Account(s).

We reserve the right to increase the annual rate but guarantee  that the maximum
annual rate will not exceed 0.90%.  If we increase the annual rate, the increase
will only apply to policies issued on or after the date of the increase.


During the twelve month period ending  December 31, 1999,  mortality and expense
risks charges totaled $1,148,956 for these Policies.


Transaction Fees
A transaction fee of the lesser of $25 or 2% of the surrender  amount applies to
each partial surrender and 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. If you decide to cancel your Policy,  a surrender charge could be
deducted  from your  accumulated  value and reduce  the amount  paid to you (net
surrender value).  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.

The net surrender value equals the accumulated value less any surrender charges,
loans and loan interest. In addition:
o    surrender charges apply within the first ten policy years;
o    any  requested  increase in face amount  carries its own  surrender  charge
     period that begins on the adjustment date; and
o    surrender  charges are not  affected by any  decrease in face amount or any
     change in face amount resulting in a change of death benefit option.

Surrender charges have two components- the contingent  deferred sales charge and
the contingent deferred  administration  charge.
o    The  contingent  deferred  sales  charge is  assessed  to recover  expenses
     relating to the sale of the Policy. These include commissions,  advertising
     and printing of prospectuses and sales literature.
o    The contingent deferred  administration charge is intended to reimburse the
     company for administrative  expenses in issuing the Policy.  These expenses
     include processing the application and setting up records.

Surrender charges do not typically start high and decrease over time. Typically,
surrender charges on the Policy are lower in the first two policy years, reach a
maximum  level in the third year and decrease  after year five.  Please refer to
your policy data pages for the Table of Maximum Surrender Charges.

All or a portion of the  surrender  charge is waived on Policies  issued with an
accounting  benefit rider.  The waiver applies to total surrender of Policies in
early policy  years.  An  accounting  benefit rider may be issued to a corporate
owner of a Policy.  The rider is designed to permit the  corporation  to reflect
greater  policy  values on its  financial  statements in early policy years than
would otherwise be permitted.

During the twelve month period ended December 31, 1999, we collected  $1,240,280
in surrender charges from these Policies.

Contingent deferred sales charge (CDSC)
- ---------------------------------------
The contingent  deferred sales charge is equal to 47.25% of the lesser of 1) the
sum  of all  premiums  paid  up to  date,  or 2) the  target  premium  total  as
calculated below.

The target  premium total used to calculate the CDSC is the target premium times
a  multiplier  based on a) the age of the  insured and b) the state in which the
policy was issued. The target premium can be found in Appendix B. The multiplier
is shown in the table below:

                                         Target Premium Multiplier
                                ------------------------------------------
          Insured's Age          All States
           on Issue or          Except Oregon
         Adjustment Date        and New York       New York         Oregon
         ---------------        -------------      --------         ------
              0-45                2.00                2.00           2.00
              46-50               2.00                1.90           2.00
              51-55               2.00                1.75           2.00
              56-60               2.00                1.65           2.00
              61-65               2.00                1.55           2.00
              66-70               1.50                1.50           1.45
              71-75               1.08                1.10           1.05
              76-80               0.80                0.80           0.80
              81-85               0.48                0.50           0.50

     CDSC Example:
              target premium (50 x 6.12 (from Appendix B))        $306.00
              target premium multiplier (from table above)           2.00
                                                                  -------
              target premium total for CDSC                       $612.00

     The target  premium  total  ($612.00 is less than the total of all premiums
     paid ($822.00)). The CDSC is 47.25% x $612.00 ($289.17).

     The example assumes:
          insured's age:  22                issue state:  Florida
          insured's gender:  Male           face amount:  $50,000
          premiums paid to date:  $822.00   adjustments:  none
                                            years in force:  4

Contingent deferred administration charge (CDAC)
- ------------------------------------------------
The contingent deferred  administration  charge is $3 per $1,000 of face amount.
The CDAC is subject to a maximum of $1,500.

     CDAC Example:        face amount             $50,000
                          divided by                1,000
                                                  -------
                                                       50
                          times                     $3.00
                                                  -------
                          CDAC is                 $150.00

   The example assumes:   insured's age:  22
                          insured's gender:  Male
                          premiums paid to date:  $822.00
                          issue state:  Florida
                          face amount:  $50,000
                          adjustments:  none
                          years in force:  4


Surrender charge percentage
- ---------------------------
The  surrender  charge  during  any  policy  year is equal to (a plus b) times c
where:
a is the CDSC;
b is the CDAC; and
c is the applicable surrender charge percentage shown below:

                       Surrender Charge Percentage Table
                       ---------------------------------
        Number of years since policy          The following percentage of
       date 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

     Surrender Charge Example: CDSC                                  $289.17
                               plus CDAC                              150.00
                                                                     -------
                                                                     $439.17
                               times the applicable percentage       100.00%
                                                                     -------
                               total surrender charge                $439.17

     The example assumes:   insured's age:  22
                            insured's gender:  Male
                            premiums paid to date:  $822.00
                            issue state:  Florida
                            face amount:  $50,000
                            adjustments:  none
                            years in force:  4

When the face  amount  on a Policy is  increased,  the  surrender  charge on the
additional  face amount is  calculated  separately.  For  example,  if the above
Policy had a face increase of $10,000 in policy year 3, the surrender  charge on
the original  face amount would be  calculated  as shown  above.  The  surrender
charge  on the  face  amount  increase  is  calculated  separately  based on the
insured's  age at the time of the  increase.  The  surrender  charges  are added
together to determine the total  surrender  charge.  In this example,  in policy
year 11 the  surrender  charge  on the  original  face  amount  is zero  and the
surrender  charge on the face amount increase  applies for an additional 3 years
(for a total of 11 years after the face amount increase).

Sales Charge Limitations
If you surrender your policy within two years of issue or of an increase in face
amount,  a sales charge refund is made to the extent that the total sales charge
deducted exceeds (a) plus (b), where:
(a)  is 30% of actual premium payments made up to the lesser of:
     o    one guideline annual premium; or
     o    the maximum amount of premiums subject to the deferred sales charge.
(b)  is 10% of the premiums paid in excess of one guideline  annual premium,  up
     to the lesser of:
     o    two guideline annual premiums; or
     o    the maximum amount of premiums subject to the deferred sales charge.


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.

Special Provisions for Group or Sponsored Arrangements
Where permitted by state law, Policies may be purchased under group or sponsored
arrangements  as well as on an individual  basis.
o    group  arrangement  - program  under  which a trustee,  employer or similar
     entity purchases Policies covering a group of individuals on a group basis.
o    sponsored  arrangement  - program  under  which an employer  permits  group
     solicitation of its employees or an association  permits group solicitation
     of its members for the purchase of Policies on an individual basis.

Charges and  deductions may be reduced for Policies  purchased  under a group or
sponsored  arrangement  including  waiver of  premium  sales  load and waiver of
surrender  charge.  Reductions  may be  available  to:
o    employees,  officers, directors, agents and immediate family members of the
     group or sponsored arrangement, and
o    employees of agents of the Company and its subsidiaries.

Reductions  are made under our rules in effect on the date a Policy  application
is approved and are based on certain criteria (size of group, expected number of
participants, anticipated premium payments).

Generally,  the sales  contacts and effort,  administrative  costs and mortality
cost per Policy vary based on the size of the arrangement, the purpose for which
the Policies  are  purchased  and certain  characteristics  of the members.  The
amount of the reduction and the criteria for reducing the charges and deductions
reflect:  a) our  reduced  sales  effort and  administrative  costs;  and b) the
different mortality experience expected from sales to arrangements.

We may  modify,  on a uniform  basis,  both the  amounts of  reductions  and the
criteria for  qualification.  Reductions in these charges will not  discriminate
unfairly against any person,  including the affected owners and all other policy
owners with policies funded with the Separate Account.

In addition,  groups and persons buying  Policies under a sponsored  arrangement
may apply for flexible  underwriting.  If flexible  underwriting is granted, the
cost of insurance  charge may increase because of higher  anticipated  mortality
experience.  Flexible underwriting  programs currently available include:  batch
underwriting,   expanded   non-medical   underwriting   and   guaranteed   issue
underwriting.

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 monthly premium payment to have coverage under
the Policy.  A minimum  premium is required  during the first 24 policy  months.
During the first 24 policy  months:
o    The sum of the premiums paid must be at least equal to the minimum required
     premium on a monthly date.
o    The minimum  required  premium on a monthly  date is the sum of the minimum
     monthly  premium since the policy date to the most recent monthly date. The
     current minimum monthly premium is shown on your current data pages.
o    We will send you a  pending  lapse  notice  if you have  made  insufficient
     premium payments.

After the first 24 policy months or any time a policy loan is taken:
o    The net  surrender  value of your  policy  must at least  equal the monthly
     policy charge on a current monthly date.
o    If your Policy has a death  benefit  guarantee  rider,  its premium must be
     paid.
o    We will send you a  pending  lapse  notice  if you have  made  insufficient
     premium payments.
o    Making premium  payments under your planned  periodic premium schedule does
     not guarantee that your Policy will stay in force.

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 the grace period begins because the sum of the premiums paid is less than the
minimum required premium, the minimum payment is (a) minus (b) where:
(a)  is the minimum  required  premium due on the second  monthly date following
     the beginning of the grace period, and
(b)  is the sum of the premiums paid since the policy date.

If the grace period ends before we receive the minimum payment,  we will pay you
any  remaining  policy  value  which  is (a)  minus  (b)  where:
(a)  is the net surrender value on the monthly date on or immediately  preceding
     the start of the grace period, and
(b)  is the two monthly policy charges during the grace period.


If the grace  period  begins  because the net  surrender  value is less than the
current  monthly  policy  charge,  the minimum  payment is equal to (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 on or  immediately  preceding  the start of the grace
     period;
(b)  is three monthly policy charges; and
(c)  is one minus the maximum premium expense charge percentage.


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.  This payment is
intended to 1)  reimburse  us for the monthly  policy  charges  during the grace
period,  and 2) provide  enough policy value to pay the monthly policy charge on
the first monthly date after the grace period.

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  insured  dies during a grace
period, policy proceeds are reduced by:
o    all monthly policy charges due and unpaid at the insured's death; 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 your 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 the 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  on  the  supplemental  application,
instructions  for  the  following  transactions  may  be  given  to us  via  the
telephone:
o    request policy loan (loan  proceeds are mailed only to the owner's  address
     of record);
o    change in allocations of future premium payments;
o    change in allocation of the monthly policy charge;
o    change to your APR instructions;
o    change to your DCA instructions; and
o    provide  instructions  for  unscheduled  Investment  Account  and/or  Fixed
     Account transfers.


Telephone instructions:
o    may be given by  calling  us at  1-800-247-9988  between 7 a.m.  and 5 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 7:00 a.m. and 9:00 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    term insurance options
o    waiver of monthly policy charges
o    accelerated benefits in the event of terminal illness
o    cost of living increases
o    accidental death coverage
o    waiver of premium payments upon disability
o    extended coverage
o    death benefit guarantees
o    riders that apply only to business owned Policies

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 or if the first year paid  premium is large  enough to satisfy the death
benefit (no lapse) guarantee premium requirement for one year.

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 the 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.

If the rider is in effect on the policy maturity date, we pay you the excess, if
any, of the face amount over the maturity proceeds.

This rider is not available in Massachusetts.


Extended Coverage Rider
- -----------------------
This Rider  allows the  policyowner,  under  most  circumstances,  to extend the
policy's  maturity  date to the date of the insured's  death.  This rider may be
added  any  time  prior  to  the  insured's  95th  birthday  without  additional
underwriting.  Policy  benefits are paid to the  beneficiary as income  tax-free
death proceeds.

This rider is not available in Massachusetts.


Misstatement of Age or Gender
If the age or, where  applicable,  gender of the insured has been misstated,  we
adjust the death  benefit  payable  under your Policy to reflect the amount that
would have been payable at the correct age 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,  ownership of the Policy passes to the
insured.  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 the 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 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    Special Benefit Arrangement
     A specially  designed  benefit option may be arranged with our approval.
o    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    Fixed Income
     We pay  income of a fixed  amount  for a fixed  period  (not  exceeding  30
     years).
o    Life Income
     We pay income during a person's  lifetime.  A minimum guaranteed period may
     be used.
o    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    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  will be applied to calculate  the above benefit  payment  options.  We
determine  the  interest  rate which will not be less than the rate  required by
state law.

Right to Exchange Policy
During the first 24 months after the policy date (except during a grace period),
you have the right to exchange  your Policy for any other form of fixed  benefit
individual  life  insurance  policy  (other  than term  insurance)  that we make
available for this purpose. No charge is imposed on this exchange. Your exchange
request must be postmarked or delivered to our home office before the end of the
24-month  period.  The  exchange is  effective  when we receive 1) your  written
request, 2) any amount required as an adjustment, and 3)
surrender of the Policy.

You may also exchange the Policy for a fixed-benefit, flexible premium policy we
make available for this purpose if there is a material  change in the investment
policy  of  a  division  (see  GENERAL   PROVISIONS  -  Addition,   Deletion  or
Substitution of Investments). In addition, you have the right to exchange a face
amount increase for a  fixed-benefit,  flexible premium policy we make available
for this purpose at any time during the first 24 months after the increase  (but
not during a grace period) (see DEATH BENEFITS AND RIGHTS - Adjustment Options).


The new policy:
o    must be the same face amount,  or the same amount at risk,  as the original
     policy did at the time of your request;
o    has the same insured as the original Policy;
o    premiums are based on the same gender, issue age and risk classification;
o    payments  and cash  values or policy  values  may be  adjusted  to  reflect
     variances,  if any, in the payments and policy  values under the Policy and
     the new policy;
o    minimum benefits are fixed and guaranteed;
o    does not participate in the investment  experience of the Separate Account;
     and
o    does not require evidence of insurability.


Any policy loan and loan interest must be:
o    repaid before the exchange; or
o    transferred to the new policy.

Benefit  riders  included  as a part of the  Policy  may be  exchanged,  without
evidence of  insurability,  for similar  benefit  riders on the new policy.  Two
conditions  must be met:
o    in your  written  request  for the  exchange,  you must  indicate  that the
     rider(s) should be part of the new policy; and
o    the  similar  benefit  rider(s)  is  available  for the new  policy  on the
     effective  date of the benefit rider for the Policy based on the same issue
     age, gender and risk classification of the insured under the Policy.

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

Policies issued in certain other states will not share in any divisible  surplus
of the Company.  A current list of which  category  your state falls into may be
obtained from a sales representative or our home office.


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 the 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.  The time limit in the incontestability period
does not apply to fraudulent misrepresentations.


Suicide
Death  proceeds  are not paid if the  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
the 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. Any refund 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.  In the  alternative,  you may exchange the Policy for a
fixed-benefit, flexible premium life insurance policy we offer for this purpose.
You may exercise this exchange  privilege  until the latter of 60 days after: 1)
the  effective  date of the  change;  or 2) the date you receive a notice of the
options  available.  You may only exercise this right if you have an interest in
the affected division(s). The face amount of the new policy is the death benefit
of the Policy on the date of the exchange.

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 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.


For the twelve month period ended December 31, 1999, we paid Princor $15,260,477
to compensate registered representatives of Princor for sale of these Policies.


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
*DAVID J. DRURY                   Director
*RALPH C. EUCHER                  Director and President
*ARTHUR S. FILEAN                 Senior Vice President
*DENNIS P. FRANCIS                Director
*PAUL N. GERMAIN                  Vice President - Mutual Fund Operations
*ERNEST H. GILLUM                 Vice President - 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
*RICHARD L. PREY                  Director
*LAYNE A. RASMUSSEN               Controller - Mutual Funds
*ELIZABETH R. RING                Controller
*MICHAEL J. ROUGHTON              Counsel
*JEAN B. SCHUSTEK                 Assistant Vice President - Registered Products
*KAREN E. SHAFF                   Senior Vice President and General Counsel
DEWAIN A. SPARRGROVE              Vice President


EXECUTIVE OFFICERS OF PRINCIPAL LIFE INSURANCE COMPANY (OTHER THAN DIRECTORS):

JOHN EDWARD ASCHENBRENNER           Executive Vice President
PAUL FRANCIS BOGNANNO               Senior Vice President
GARY MERLYN CAIN                    Senior Vice President
CHARLES ROBERT DUNCAN               Senior Vice President
DENNIS PAUL FRANCIS                 Senior Vice President
MICHAEL HARRY GERSIE                Executive Vice President and Chief Financial
                                         Officer
THOMAS JOHN GRAF                    Senior Vice President
ROBB BRYAN HILL                     Senior Vice President
DANIEL JOSEPH HOUSTON               Senior Vice President
ELLEN ZISLIN LAMALE                 Senior Vice President and Chief Actuary
MARY AGNES O'KEEFE                  Senior Vice President
RICHARD LEO PREY                    Senior Vice President
KAREN ELIZABETH SHAFF               Senior Vice President and General Counsel
ROBERT ALLEN SLEPICKA               Senior Vice President
NORMAN RAUL SORENSEN                Senior Vice President
CARL CHANSON WILLIAMS               Senior Vice President and Chief Information
                                         Officer
LARRY DONALD ZIMPLEMAN              Senior Vice President


DIRECTORS OF PRINCIPAL LIFE INSURANCE COMPANY

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

<TABLE>
<CAPTION>
Name, Positions and Offices         Principal Occupation During Last 5 Years
- ---------------------------         ----------------------------------------
<S>                                 <C>
BETSY  JANE BERNARD                 Executive Vice President, U.S. West since 1998. President and Chief Executive Officer, since
Director                            1998. President and Chief Executive Officer, AVIRNEX Communications Group since 1997. President
Member, Nominating Committee        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
Member, Audit Committee             Latin American and Caribbean Operations of Motorola.

DAVID JAMES DRURY                   Chairman, Principal Life Insurance Company since 2000. Chairman and Chief Executive
Director, Charirman of the Board    Officer 1995-2000.
Chair, Executive Committee

CHARLES DANIEL GELATT, JR.          President, NMT Corporation since 1986.
Director
Member, Executive Committee
Chair, Human Resources Committee

JOHN BARRY GRISWELL                 President and Chief Executive Officer, Principal Life Insurance Company since 2000. President
Director                            1998-2000; Executive Vice President 1996-1998; Senior Vice President 1991-1996.

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

CHARLES SAMUEL JOHNSON              Retired.  Executive Vice President of DuPont  1999-2000.  Chairman,  President and Chief
Director                            Executive Officer, Pioneer Hi-Bred International, Inc. 1996-1999; President and Chief
Member, Audit Committee             Executive Officer 1995-1996; President and Chief Operating Officer 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 Executive Officer.
Member, Executive and Human
Resources Committees

VICTOR HENDRIK LOEWENSTEIN          Managing Partner, Egon Zehnder International since 1979.
Director
Member, Nominating Committee

RONALD DALE PEARSON                 Chairman, President and Chief Executive Officer, Hy-Vee, Inc. since 1989.
Director
Member, Human Resources Committee

FEDERICO FABIAN PENA                Senior Advisor of Vestar Capital  Partners since 1998.  Secretary,  U.S.  Department of Energy
Director                            1996-1998; Secretary, U.S. Department of Transportation 1993-1996.
Member, Audit 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             Senior Program Officer and Special Advisor to the President at the Carnegie Corporation of
Director                            New York since 1999. President, The College Board, 1986-1999.
Member, Human Resources Committee

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

FRED WILLIAM WEITZ                  President and Chief Executive Officer, Essex Meadows, Inc. since 1995.
Director
Member, Human Resources Committee
</TABLE>


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 1) the premiums paid on that Policy
in the year of death, and 2) 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 insured, 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.

Taxation of Accelerated Death Benefits
We provide  accelerated  death  benefits  on a lien  basis.  It is unclear as to
whether  benefits paid under this rider are taxable.  For information  regarding
taxation  of  accelerated  death  benefits,  a qualified  tax advisor  should be
consulted.

Other Tax Issues
Federal estate 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 Karen
E. Shaff, 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  insurance  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).  You would be
notified of any such action to the extent required by law.



INDEPENDENT AUDITORS


The financial  statements of the Principal Life Insurance  Company Variable Life
Separate  Account and the  consolidated  financial  statements of 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.

CUSTOMER INQUIRIES
Your questions  should be directed to:  PrinFlex  Life(R),  Principal  Financial
Group, P.O. Box 9296, Des Moines, Iowa 50306-9296, 1-800-247-9988.


                         Report of Independent Auditors





Board of Directors and Participants
Principal Life Insurance Company


We have  audited the  accompanying  individual  and combined  statements  of net
assets of Principal  Life  Insurance  Company  Variable  Life  Separate  Account
(comprised of the Aggressive Growth, Asset Allocation,  Balanced,  Bond, Capital
Value,  Fidelity  Contrafund,  Fidelity  Equity  Income,  Fidelity  High Income,
Government  Securities,   Growth,  High  Yield,   International,   International
SmallCap,  MicroCap,  MidCap,  MidCap Growth,  Money Market,  Putnam Global Asst
Allocation,  Putnam  Vista,  Putnam  Voyager,  Real Estate,  SmallCap,  SmallCap
Growth, SmallCap Value, Stock Index 500, and Utilities Divisions) as of December
31, 1999, and the related statements of operations and changes in net assets for
each of the three  years in the period then  ended,  except for those  divisions
operating for portions of such periods as disclosed in the financial statements.
These financial statements are the responsibility of the management of Principal
Life Insurance  Company.  Our  responsibility  is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. 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, 1999, by
correspondence  with the transfer agents.  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 individual and combined  financial  position of the
respective  divisions of Principal Life Insurance Company Variable Life Separate
Account at December 31, 1999, and the  individual and combined  results of their
operations and the changes in their net assets for the periods  described above,
in  conformity  with  accounting  principles  generally  accepted  in the United
States.

/s/ Ernst & Young LLP

Des Moines, Iowa
January 31, 2000


<PAGE>



                        Principal Life Insurance Company
                         Variable Life Separate Account

                            Statements of Net Assets

                                December 31, 1999

<TABLE>
<S>                                                                                                           <C>
Assets
Investments:
     Aggressive Growth Division:
         Aggressive Growth Account - 1,385,242 shares at net asset value of $23.89 per
              share (cost - $26,190,593)                                                                      $  33,093,420
     Asset Allocation Division:
         Asset Allocation Account - 236,770 shares at net asset value of $13.23 per share
              (cost - $3,009,639)                                                                                 3,132,463
     Balanced Division:
         Balanced Account - 798,006 shares at net asset value of $15.41 per share
              (cost - $12,455,324)                                                                               12,297,279
     Bond Division:
         Bond Account - 610,444 shares at net asset value of $10.89 per share
              (cost - $7,173,434)                                                                                 6,647,735
     Capital Value Division:
         Capital Value Account - 925,617 shares at net asset value of $30.74 per share (cost
              - $31,698,075)                                                                                     28,453,464
     Fidelity Contrafund Division:
         Fidelity Variable Insurance Products Fund II: Contrafund Portfolio - 743,845
              shares at net asset value of $29.15 per share (cost - $17,327,632)                                 21,683,086
     Fidelity Equity Income Division:
         Fidelity Variable Insurance Products Fund: Equity Income Portfolio - 364,586
              shares at net asset value of $25.71 per share (cost - $9,030,110)                                   9,373,498
     Fidelity High Income Division:
         Fidelity Variable Insurance Products Fund: High Income Portfolio - 137,990 shares
              at net asset value of $11.31 per share (cost - $1,611,305)                                          1,560,663
     Government Securities Division:
         Government Securities Account - 303,850 shares at net asset value
              of $10.26 per share (cost - $3,306,124)                                                             3,117,503
     Growth Division:
         Growth Account - 455,791 shares at net asset value of $23.56 per share
              (cost - $9,133,648)                                                                                10,738,427
     High Yield Division:
         High Yield Account - 227,025 shares at net asset value of $7.44 per share
              (cost - $1,968,898)                                                                                 1,689,069
     International Division:
         International Account - 827,049 shares at net asset value of $15.95
              per share (cost - $12,422,326)                                                                     13,191,433


See accompanying notes.


Assets (continued)
Investments (continued):
     International SmallCap Division:
         International SmallCap Account - 117,676 shares at net asset value of $16.66 per
              share (cost - $1,374,646)                                                                       $   1,960,477
     MicroCap Division:
         MicroCap Account - 56,101 shares at net asset value of $8.07 per share
              (cost - $456,520)                                                                                     452,739
     MidCap Division:
         MidCap Account - 833,798 shares at net asset value of $36.90 per share
              (cost - $26,646,772)                                                                               30,767,163
     MidCap Growth Division:
         MidCap Growth Account - 91,749 shares at net asset value of $10.66 per share
              (cost - $867,453)                                                                                     978,046
     Money Market Division:
         Money Market Account - 14,455,480 shares at net asset value of $1.00 per share
              (cost - $14,455,480)                                                                               14,455,480
     Putnam Global Asset Allocation Division:
         Putnam  Variable Trust Global Asset  Allocation Fund - 21,555 shares at
              net asset value of $19.60 per share (cost - $394,980)                                                 422,470
     Putnam Vista Division:
         Putnam  Variable Trust Vista Fund - 43,349 shares at net asset value of
              $20.65 per share (cost - $692,872)                                                                    895,165
     Putnam Voyager Division:
         Putnam  Variable Trust Voyager Fund - 132,239 shares at net asset value
              of $66.11 per share (cost - $692,872)                                                               8,742,337
     Real Estate Division:
         Real Estate Account - 8,978 shares at net asset value of $8.20 per share
              (cost - $78,960)                                                                                       73,623
     SmallCap Division:
         SmallCap Account - 102,338 shares at net asset value of $10.74 per share
              (cost - $942,023)                                                                                   1,099,108
     SmallCap Growth Division:
         SmallCap Growth Account - 110,493 shares at net asset value of $19.56 per share
              (cost - $1,423,453)                                                                                 2,161,250
     SmallCap Value Division:
         SmallCap Value Account - 61,984 shares at net asset value of $10.06 per share
              (cost - $539,668)                                                                                     623,561
     Stock Index 500 Division:
         Stock Index 500 Account - 626,024 shares at net asset value of $10.71 per share
              (cost - $6,383,685)                                                                                 6,704,714
     Utilities Division:
         Utilities Account - 40,118 shares at net asset value of $10.90 per share
              (cost - $438,345)                                                                                     437,284

Combined net assets                                                                                            $214,751,457
</TABLE>


                        Principal Life Insurance Company
                         Variable Life Separate Account

                      Statements of Net Assets (continued)
<TABLE>

                                December 31, 1999


<CAPTION>
                                                              Units              Unit
                                                                                 Value
<S>                                                       <C>                  <C>                 <C>
Net assets are represented by:
   Aggressive Growth Division:
     PrinFlex Life                                        1,604,692            $20.47              $33,005,183
     Survivorship Variable Universal Life                     7,135             12.37                   88,237

                                                                                                    33,093,420
   Asset Allocation Division:
     PrinFlex Life                                          197,598             15.02                2,966,990
     Survivorship Variable Universal Life                    14,900             11.11                  165,473

                                                                                                     3,132,463
   Balanced Division:
     Flex Variable Life                                     128,714             30.14                3,879,380
     PrinFlex Life                                          629,662             13.24                8,337,935
     Survivorship Variable Universal Life                     8,042              9.94                   79,964

                                                                                                    12,297,279
   Bond Division:
     Flex Variable Life:                                     78,892             23.11                1,823,458
     PrinFlex Life                                          415,598             11.51                4,783,580
     Survivorship Variable Universal Life                     4,061             10.02                   40,697

                                                                                                     6,647,735
   Capital Value Division:
     Flex Variable Life                                     244,078             36.02                8,791,449
     PrinFlex Life                                        1,441,876             13.61               19,622,569
     Survivorship Variable Universal Life                     4,293              9.19                   39,446

                                                                                                    28,453,464
   Fidelity Contrafund Division:
     PrinFlex Life                                        1,100,301             19.56               21,527,307
     Survivorship Variable Universal Life                    13,718             11.36                  155,779

                                                                                                    21,683,086
   Fidelity Equity Income Division:
     PrinFlex Life                                          639,599             14.55                9,309,245
     Survivorship Variable Universal Life                     6,608              9.72                   64,253

                                                                                                     9,373,498

   Fidelity High Income Division - PrinFlex Life            130,948             11.92                1,560,663

   Government Securities Division:
     PrinFlex Life                                          261,482             11.80                3,084,559
     Survivorship Variable Universal Life                     3,244             10.16                   32,944

                                                                                                     3,117,503


See accompanying notes.

<CAPTION>

                                                              Units             Unit
                                                                                Value
<S>                                                       <C>                  <C>                 <C>
Net assets are represented by (continued):
   Growth Division:
     PrinFlex Life                                          623,469            $17.14              $10,688,949
     Survivorship Variable Universal Life                     4,532             10.92                   49,478

                                                                                                    10,738,427

   High Yield Division - Flex Variable Life                  78,154             21.65                1,689,069

   International Division:
     PrinFlex Life                                          866,405             15.18               13,150,716
     Survivorship Variable Universal Life                     3,520             11.57                   40,717

                                                                                                    13,191,433
   International SmallCap Division:
     PrinFlex Life                                          110,487             17.55                1,938,585
     Survivorship Variable Universal Life                     1,467             14.92                   21,892

                                                                                                     1,960,477
   MicroCap Division:
     PrinFlex Life                                           53,079              8.09                  429,246
     Survivorship Variable Universal Life                     2,578              9.11                   23,493

                                                                                                       452,739
   MidCap Division:
     Flex Variable Life                                     270,266             46.06               12,447,196
     PrinFlex Life                                        1,299,467             14.10               18,317,426
     Survivorship Variable Universal Life                       228             11.14                    2,541

                                                                                                    30,767,163
   MidCap Growth Division:
     PrinFlex Life                                           90,805             10.74                  975,645
     Survivorship Variable Universal Life                       221             10.86                    2,401

                                                                                                       978,046
   Money Market Division:
     Flex Variable Life                                      36,477             17.04                  621,512
     PrinFlex Life                                        1,036,582             11.54               11,963,764
     Survivorship Variable Universal Life                   183,318             10.20                1,870,204

                                                                                                    14,455,480
   Putnam Global Asset Allocation Division:
     PrinFlex Life                                           33,053             11.50                  380,256
     Survivorship Variable Universal Life                     3,887             10.86                   42,214

                                                                                                       422,470
   Putnam Vista Division:
     PrinFlex Life                                           55,171             16.03                  884,360
     Survivorship Variable Universal Life                       776             13.92                   10,805

                                                                                                       895,165


                        Principal Life Insurance Company
                         Variable Life Separate Account

                      Statements of Net Assets (continued)

                                December 31, 1999

<CAPTION>

                                                              Units           Unit
                                                                              Value
<S>                                                       <C>                  <C>                 <C>

Net assets are represented by (continued):
   Putnam Voyager Division:
     PrinFlex Life                                          501,679            $17.13              $ 8,595,141
     Survivorship Variable Universal Life                    10,333             14.25                  147,196

                                                                                                     8,742,337

   Real Estate Division - PrinFlex Life                       8,240              8.93                   73,623

   SmallCap Division:
     PrinFlex Life                                           94,724             11.48                1,087,335
     Survivorship Variable Universal Life                       986             11.94                   11,773

                                                                                                     1,099,108
   SmallCap Growth Division:
     PrinFlex Life                                          106,489             20.09                2,138,929
     Survivorship Variable Universal Life                     1,404             15.90                   22,321

                                                                                                     2,161,250
   SmallCap Value Division:
     PrinFlex Life                                           56,377             10.34                  582,707
     Survivorship Variable Universal Life                     3,687             11.08                   40,854

                                                                                                       623,561
   Stock Index 500 Division:
     PrinFlex Life                                          604,329             11.05                6,676,666
     Survivorship Variable Universal Life                     2,528             11.09                   28,048

                                                                                                     6,704,714
   Utilities Division:
     PrinFlex Life                                           35,670             11.83                  421,894
     Survivorship Variable Universal Life                     1,566              9.83                   15,390

                                                                                                       437,284

Combined net assets                                                                                $214,751,457
</TABLE>


See accompanying notes.


                        Principal Life Insurance Company
                         Variable Life Separate Account

                            Statements of Operations
<TABLE>

                  Years ended December 31, 1999, 1998 and 1997
<CAPTION>

                                                                                                              Aggressive
                                                                                                                Growth
                                                                                    Combined                 Division (1)

<S>                                                                                <C>                      <C>
Year ended December 31, 1999 Investment income (loss) Income:
   Dividends                                                                       $  3,065,326         $              -
   Capital gains distributions                                                        9,306,861                2,005,405

                                                                                     12,372,187                2,005,405
Expenses:
   Mortality and expense risks                                                        1,367,910                  182,021

Net investment income (loss)                                                         11,004,277                1,823,384
Realized and unrealized gains (losses) on investments
Net realized gains (losses) on investments                                              646,392                   88,148
Change in net unrealized appreciation or depreciation of investments                 11,074,319                6,010,958

Net increase (decrease) in net assets resulting from operations                     $22,724,988               $7,922,490

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 or 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 or depreciation of investments                  2,414,101                  (55,253)

Net increase (decrease) in net assets resulting from operations                    $  7,126,406              $   353,302

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


See accompanying notes

<TABLE>
<CAPTION>

       Asset                                                    Capital           Fidelity      Fidelity Equity     Fidelity High
    Allocation          Balanced              Bond              Valule           Contrafund         Income             Income
   Division (1)         Division            Division           Division         Division (1)     Division (1)       Division (1)

       <S>               <C>                  <C>               <C>               <C>                <C>                 <C>
       $  72,994         $421,363             $ 423,106         $   631,298       $   45,256         $  81,671           $107,614
         220,018          458,007                     -           3,121,167          331,881           180,535              4,023

         293,012          879,370               423,106           3,752,465          377,137           262,206            111,637

          20,257           93,638                47,388             227,884          115,541            66,774             12,593

         272,755          785,732               375,718           3,524,581          261,596           195,432             99,044
          18,368           77,332                (8,182)            207,213           36,522            26,811            (18,366)
         136,643         (695,498)             (552,153)         (5,167,258)       3,000,192            51,551              9,792

        $427,766         $167,566             $(184,617)        $(1,435,464)      $3,298,310          $273,794           $ 90,470





       $  37,595         $278,168             $ 200,418         $   398,541       $   17,790         $  18,251           $ 31,106
          39,061          298,323                 2,083             748,100          130,883            64,952             19,765

          76,656          576,491               202,501           1,146,641          148,673            83,203             50,871
           9,173           63,126                24,494             136,738           37,872            24,478              7,171

          67,483          513,365               178,007           1,009,903          110,801            58,725             43,700

          (1,770)         161,523                33,503             281,655           12,594             5,628            (11,177)
          10,057          118,060               (19,726)            461,090        1,240,221           219,300            (81,364)
       $  75,770         $792,948             $ 191,784         $ 1,752,648       $1,363,616          $283,653           $(48,841)



       $  11,857         $150,137             $ 136,267         $   211,818 $              -         $       -           $      -
          42,154          346,134                     -             794,643                -                 -                  -

          54,011          496,271               136,267           1,006,461                -                 -                  -
           1,700           38,702                14,802              69,600            6,014             3,260              1,353

          52,311          457,569               121,465             936,861           (6,014)           (3,260)            (1,353)

             549          236,637                18,598             342,684              850               630              3,224
         (23,876)         104,396                55,567             895,157          115,040            72,538             20,931

       $  28,984         $798,602             $ 195,630         $ 2,174,702      $   109,876         $  69,908           $ 22,802


</TABLE>


<PAGE>


                        Principal Life Insurance Company
                         Variable Life Separate Account

                      Statements of Operations (continued)
<TABLE>

                  Years ended December 31, 1999, 1998 and 1997
<CAPTION>

                                                                                   Government
                                                                                   Securities                   Growth
                                                                                  Division (1)               Division (1)
<S>                                                                                  <C>                     <C>

Year ended December 31, 1999 Investment income (loss) Income:
   Dividends                                                                           $181,309             $     61,438
   Capital gains distributions                                                                -                   26,610

                                                                                        181,309                   88,048
Expenses:
   Mortality and expense risks                                                           29,098                   65,974

Net investment income (loss)                                                            152,211                   22,074
Realized and unrealized gains (losses) on investments
Net realized gains (losses) on investments                                              (23,023)                  35,999
Change in net unrealized appreciation or depreciation of investments                   (179,101)               1,136,770

Net increase (decrease) in net assets resulting from operations                       $ (49,913)              $1,194,843


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 or 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 or depreciation of investments                     (3,162)                  30,996

Net increase (decrease) in net assets resulting from operations                      $    2,080              $    43,416


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

See accompanying notes.







<TABLE>
<CAPTION>

       High                               International                                             MidCap              Money
       Yield          International         SmallCap           MicroCap            MidCap           Growth             Market
     Division         Division (1)        Division (2)       Division (2)         Division       Division (2)         Division

       <S>            <C>                    <C>                  <C>            <C>                 <C>                 <C>
       $ 156,525      $   331,297            $        -           $    614       $    93,198         $  1,567            $407,602
               -        1,187,285                77,693                   -        1,313,207                 -                  -

         156,525        1,518,582                77,693                 614        1,406,405             1,567            407,602

          15,977           88,959                 6,069               2,622          228,629             5,079             93,734

         140,548        1,429,623                71,624              (2,008)       1,177,776            (3,512)           313,868

         (83,063)          34,900                29,313                 539          142,810             9,001                  -
         (35,529)         942,834               570,819              (4,874)        2,019,372           82,583                  -

       $  21,956       $2,407,357              $671,756             $(6,343)      $3,339,958           $88,072           $313,868





        $202,766      $   118,274            $      851             $   620      $   146,679         $       -           $290,641
               -          238,049                     -                   -        1,383,017                 -                  -

         202,766          356,323                   851                 620        1,529,696                 -            290,641

          16,917           47,404                   732                 326          185,626               637             67,849

         185,849          308,919                   119                 294        1,344,070              (637)           222,792


          (1,713)           5,582                  (148)               (681)       1,170,701               249                  -
        (222,572)          (8,068)               15,012               1,093       (1,927,129)           28,009                  -

       $ (38,436)     $   306,433             $  14,983             $   706      $   587,642           $27,621           $222,792





       $ 162,794      $    44,308            $        -           $       -      $   121,340         $       -           $119,402
               -           73,919                     -                   -          390,128                 -                  -

         162,794          118,227                     -                   -          511,468                 -            119,402

          11,434            9,278                     -                   -          127,942                 -             24,697

         151,360          108,949                     -                   -          383,526                 -             94,705

          19,548              678                     -                   -        1,366,571                 -                  -
         (27,928)        (165,660)                    -                   -        1,395,355                 -                  -

        $142,980     $    (56,033)           $        -           $       -       $3,145,452         $       -           $ 94,705
</TABLE>


<PAGE>


                        Principal Life Insurance Company
                         Variable Life Separate Account

                      Statements of Operations (continued)
<TABLE>

                     Years ended December 31, 1999 and 1998
<CAPTION>

                                                                                  Putnam Global                 Putnam
                                                                                Asset Allocation                 Vista
                                                                                  Division (2)               Division (2)
<S>                                                                                    <C>                     <C>

Year ended December 31, 1999 Investment income (loss) Income:
   Dividends                                                                           $  3,412                $       -
   Capital gains distributions                                                            9,719                   62,859

                                                                                         13,131                   62,859
Expenses:
   Mortality and expense risks                                                            2,385                    2,960

Net investment income (loss)                                                             10,746                   59,899

Realized and unrealized gains (losses) on investments
Net realized gains (losses) on investments                                                4,668                    5,780
Change in net unrealized appreciation or depreciation of investments                     23,177                  181,556

Net increase (decrease) in net assets resulting from operations                         $38,591                 $247,235


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 or depreciation of investments                      4,313                   20,737

Net increase (decrease) in net assets resulting from operations                        $  4,333                $  20,815


<FN>
(2)  Commenced operations May 1, 1998.
(3)  Commenced operations May 1, 1999.
</FN>
</TABLE>


See accompanying notes.

<TABLE>
<CAPTION>

      Putnam                                                   SmallCap           SmallCap           Stock
      Voyager          Real Estate          SmallCap            Growth              Value          Index 500          Utilities
   Division (2)       Division (2)        Division (2)       Division (2)       Division (2)     Division (3)       Division (2)


      <S>                 <C>                  <C>                <C>                <C>              <C>                  <C>
      $    1,764          $ 3,569              $    331           $       -          $ 3,592          $ 27,669             $8,137
         163,482                -                88,145              19,242                -            35,810              1,773

         165,246            3,569                88,476              19,242            3,592            63,479              9,910

          29,437              376                 4,836               5,327            2,821            15,615              1,916

         135,809            3,193                83,640              13,915              771            47,864              7,994


          16,417             (785)               10,826              30,664            2,968               377              1,155
       2,300,449           (5,017)              145,118             705,827           78,477           321,029             (3,398)

      $2,452,675          $(2,609)             $239,584            $750,406          $82,216          $369,270             $5,751




 $             -          $   867              $     24           $       -          $   512                 -             $  624
               -                -                     -                   -                -                 -                  -

               -              867                    24                   -              512                 -                624

           1,414               56                   557                 385              255                 -                 64

          (1,414)             811                  (533)               (385)             257                 -                560


              45              (64)                  (75)                (20)            (136)                -                372
         105,601             (320)               11,967              31,970            5,416                 -              2,337

      $  104,232          $   427              $ 11,359           $  31,565          $ 5,537                 -             $3,269

</TABLE>

<PAGE>


                        Principal Life Insurance Company
                         Variable Life Separate Account

                       Statements of Changes in Net Assets
<TABLE>

                          Year ended December 31, 1999
<CAPTION>

                                                                                                              Aggressive
                                                                                                                Growth
                                                                                    Combined                   Division

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

Increase (decrease) in net assets
Operations:
   Net investment income (loss)                                                      11,004,277                1,823,384
   Net realized gains (losses) on investments                                           646,392                   88,148
   Change in net unrealized appreciation or depreciation of investments              11,074,319                6,010,958

Net increase (decrease) in net assets resulting from operations                      22,724,988                7,922,490

Policy related transactions:
   Net premium payments, less sales charges and applicable premium
     taxes                                                                          152,891,171               16,297,188
   Contract terminations and surrenders                                              (5,315,548)                (453,060)
   Death benefit payments                                                               (63,672)                  (7,313)
   Policy loan transfers                                                             (2,471,181)                (393,765)
   Transfers to other contracts                                                     (54,484,314)              (1,675,940)
   Cost of insurance and administration charges                                     (18,231,821)              (2,653,004)
   Surrender charges                                                                 (1,389,441)                (187,217)

Increase in net assets from policy related transactions                              70,935,194               10,926,889

Total increase                                                                       93,660,182               18,849,379

Net assets at December 31, 1999                                                    $214,751,457              $33,093,420


</TABLE>



See accompanying notes.
<TABLE>
<CAPTION>

       Asset                                                    Capital           Fidelity         Fidelity         Fidelity High
    Allocation          Balanced              Bond              Valule           Contrafund      Equity Income         Income
     Division           Division            Division           Division           Division         Division           Division

      <S>             <C>                    <C>                <C>              <C>                <C>                <C>
      $1,592,829       $9,879,189            $3,953,245         $22,971,942       $8,023,001        $4,905,541         $1,064,791



         272,755          785,732               375,718           3,524,581          261,596           195,432             99,044
          18,368           77,332                (8,182)            207,213           36,522            26,811            (18,366)
         136,643         (695,498)             (552,153)         (5,167,258)       3,000,192            51,551              9,792

         427,766          167,566              (184,617)         (1,435,464)       3,298,310           273,794             90,470



       1,835,680        6,113,533             5,045,651          14,665,546       13,567,422         6,456,166          1,004,457
         (41,872)        (449,646)             (341,883)           (779,500)        (229,535)         (156,447)           (70,361)
          (2,944)          (4,689)               (1,456)            (16,643)          (4,835)             (221)               (36)
         (64,353)        (147,452)               69,090            (159,843)        (182,637)         (174,979)             8,724
        (337,090)      (2,132,506)           (1,149,010)         (4,080,476)      (1,002,866)         (976,597)          (360,193)
        (260,250)      (1,020,029)             (691,942)         (2,533,293)      (1,690,923)         (889,111)          (148,114)
         (17,303)        (108,687)              (51,343)           (178,805)         (94,851)          (64,648)           (29,075)

       1,111,868        2,250,524             2,879,107           6,916,986       10,361,775         4,194,163            405,402

       1,539,634        2,418,090             2,694,490           5,481,522       13,660,085         4,467,957            495,872

      $3,132,463      $12,297,279            $6,647,735         $28,453,464      $21,683,086        $9,373,498         $1,560,663

</TABLE>




<PAGE>


                        Principal Life Insurance Company
                         Variable Life Separate Account

                 Statements of Changes in Net Assets (continued)
<TABLE>
                          Year ended December 31, 1999
<CAPTION>

                                                                                   Government
                                                                                   Securities                   Growth
                                                                                    Division                   Division

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

Increase (decrease) in net assets
Operations:
   Net investment income (loss)                                                         152,211                   22,074
   Net realized gains (losses) on investments                                           (23,023)                  35,999
   Change in net unrealized appreciation or depreciation of investments                (179,101)               1,136,770

Net increase (decrease) in net assets resulting from operations                         (49,913)               1,194,843

Policy related transactions:
   Net premium payments, less sales charges and applicable premium
     taxes                                                                            2,370,343                7,116,531
   Contract terminations and surrenders                                                 (11,368)                (174,656)
   Death benefit payments                                                                   (90)                     (80)
   Policy loan transfers                                                                  3,547                 (137,542)
   Transfers to other contracts                                                      (2,222,249)                (933,539)
   Cost of insurance and administration charges                                        (234,781)              (1,015,792)
   Surrender charges                                                                     (4,698)                 (72,173)

Increase (decrease) in net assets from policy related transactions                      (99,296)               4,782,749

Total increase                                                                         (149,209)               5,977,592

Net assets at December 31, 1999                                                      $3,117,503              $10,738,427


</TABLE>


See accompanying notes.

<TABLE>
<CAPTION>
                                          International                                             MidCap              Money
    High Yield        International         SmallCap           MicroCap            MidCap           Growth             Market
     Division           Division            Division           Division           Division         Division           Division

      <S>             <C>                    <C>                   <C>           <C>                  <C>             <C>
      $2,269,099      $ 7,800,249            $  316,190            $149,378      $25,463,610          $315,903        $ 8,335,116



         140,548        1,429,623                71,624              (2,008)       1,177,776            (3,512)           313,868
         (83,063)          34,900                29,313                 539          142,810             9,001                  -
         (35,529)         942,834               570,819              (4,874)       2,019,372            82,583                  -

          21,956        2,407,357               671,756              (6,343)       3,339,958            88,072            313,868



         435,443        6,417,856             1,229,935             368,670       11,141,276           878,861         40,630,667
        (706,562)        (171,017)              (11,949)             (1,103)      (1,108,369)          (10,284)          (526,416)
          (1,481)            (403)                    -                   -          (23,450)                -                (31)
         (19,235)        (167,118)              (97,474)             (6,935)        (579,695)           (5,191)          (280,402)
        (136,183)      (1,986,291)              (49,357)             (8,950)      (4,628,585)         (195,196)       (31,813,986)
        (128,426)      (1,038,531)              (93,687)            (41,522)      (2,628,217)          (89,869)        (1,987,469)
         (45,542)         (70,669)               (4,937)               (456)        (209,365)           (4,250)          (215,867)

        (601,986)       2,983,827               972,531             309,704        1,963,595           574,071          5,806,496

        (580,030)       5,391,184             1,644,287             303,361        5,303,553           662,143          6,120,364

      $1,689,069      $13,191,433            $1,960,477            $452,739      $30,767,163          $978,046        $14,455,480

</TABLE>


<PAGE>


                        Principal Life Insurance Company
                         Variable Life Separate Account

                 Statements of Changes in Net Assets (continued)
<TABLE>
                          Year ended December 31, 1999
<CAPTION>

                                                                                  Putnam Global                 Putnam
                                                                                Asset Allocation                 Vista
                                                                                    Division                   Division
<S>                                                                                    <C>                      <C>
Net assets at January 1, 1999                                                          $ 75,231                 $123,051

Increase (decrease) in net assets
Operations:
   Net investment income (loss)                                                          10,746                   59,899
   Net realized gains (losses) on investments                                             4,668                    5,780
   Change in net unrealized appreciation or depreciation of investments                  23,177                  181,556

Net increase (decrease) in net assets resulting from operations                          38,591                  247,235

Policy related transactions:
   Net premium payments, less sales charges and applicable premium
     taxes                                                                              441,210                  628,024
   Contract terminations and surrenders                                                  (2,330)                  (6,403)
   Death benefit payments                                                                     -                        -
   Policy loan transfers                                                                   (601)                  (5,925)
   Transfers to other contracts                                                         (85,053)                 (32,861)
   Cost of insurance and administration charges                                         (43,615)                 (55,310)
   Surrender charges                                                                       (963)                  (2,646)

Increase in net assets from policy related transactions                                 308,648                  524,879

Total increase                                                                          347,239                  772,114

Net assets at December 31, 1999                                                        $422,470                 $895,165


<FN>
(1) Commenced operations May 1, 1999.
</FN>



</TABLE>


See accompanying notes.


<TABLE>
<CAPTION>
      Putnam                                                   SmallCap           SmallCap           Stock
      Voyager          Real Estate          SmallCap            Growth              Value          Index 500          Utilities
     Division           Division            Division           Division           Division       Division (1)         Division

      <S>                 <C>                <C>                 <C>                <C>             <C>                  <C>
      $  899,548          $31,709            $  250,636          $  209,695         $144,138        $        -           $ 45,596


         135,809            3,193                83,640              13,915              771            47,864              7,994
          16,417             (785)               10,826              30,664            2,968               377              1,155
       2,300,449           (5,017)              145,118             705,827           78,477           321,029             (3,398)

       2,452,675           (2,609)              239,584             750,406           82,216           369,270              5,751



       6,453,995           62,476               782,251           1,479,309          496,663         6,494,864            477,154
         (30,704)            (586)               (2,802)             (7,272)          (6,635)          (13,946)              (842)
               -                -                     -                   -                -                 -                  -
         (47,124)             (75)               17,498             (95,917)            (518)            5,779             (9,038)
        (354,009)          (6,771)             (121,595)            (79,325)         (36,013)          (44,128)           (35,545)
        (619,356)         (10,279)              (65,306)            (92,641)         (53,548)         (101,362)           (45,444)
         (12,688)            (242)               (1,158)             (3,005)          (2,742)           (5,763)              (348)

       5,390,114           44,523               608,888           1,201,149          397,207         6,335,444            385,937

       7,842,789           41,914               848,472           1,951,555          479,423         6,704,714            391,688

      $8,742,337          $73,623            $1,099,108          $2,161,250         $623,561        $6,704,714           $437,284

</TABLE>


<PAGE>


                        Principal Life Insurance Company
                         Variable Life Separate Account

                 Statements of Changes in Net Assets (continued)
<TABLE>

                          Year ended December 31, 1998
<CAPTION>

                                                                                                              Aggressive
                                                                                                                Growth
                                                                                    Combined                   Division

<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 or 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


</TABLE>



See accompanying notes.


<TABLE>
<CAPTION>
       Asset                                                    Capital           Fidelity      Fidelity Equity     Fidelity High
    Allocation          Balanced              Bond              Valule           Contrafund         Income             Income
     Division           Division            Division           Division           Division         Division           Division

      <S>              <C>                   <C>                <C>               <C>               <C>                <C>
      $  561,781       $5,707,028            $2,270,847         $11,822,941       $2,089,509        $1,018,314         $  329,510



          67,483          513,365               178,007           1,009,903          110,801            58,725             43,700
          (1,770)         161,523                33,503             281,655           12,594             5,628            (11,177)
          10,057          118,060               (19,726)            461,090        1,240,221           219,300            (81,364)

          75,770          792,948               191,784           1,752,648        1,363,616           283,653            (48,841)


       1,591,693        7,040,409             3,302,871          16,284,235        6,142,338         4,698,442          1,259,486
          (4,085)      (1,368,274)             (302,397)         (2,480,693)         (74,844)          (17,461)            (4,697)
               -             (517)               (1,856)             (6,646)            (402)           (3,431)            (1,170)
         (10,991)        (244,822)              (81,085)           (170,516)        (145,298)          (69,698)           (53,013)
        (480,701)      (1,287,295)           (1,034,053)         (2,543,349)        (678,221)         (572,136)          (318,315)
        (138,368)        (718,018)             (377,536)         (1,611,497)        (632,111)         (422,440)           (95,559)
          (2,270)         (42,270)              (15,330)            (75,181)         (41,586)           (9,702)            (2,610)

         955,278        3,379,213             1,490,614           9,396,353        4,569,876         3,603,574            784,122


       1,031,048        4,172,161             1,682,398          11,149,001        5,933,492         3,887,227            735,281


      $1,592,829       $9,879,189            $3,953,245         $22,971,942       $8,023,001        $4,905,541         $1,064,791

</TABLE>

<PAGE>


                        Principal Life Insurance Company
                         Variable Life Separate Account

                 Statements of Changes in Net Assets (continued)
<TABLE>
                          Year ended December 31, 1998
<CAPTION>

                                                                                   Government
                                                                                   Securities                   Growth
                                                                                    Division                   Division

<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 or 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


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




See accompanying notes.

<TABLE>
<CAPTION>
       High                               International                                             MidCap              Money
       Yield          International         SmallCap           MicroCap            MidCap           Growth             Market
     Division          Division           Division (1)       Division (1)         Division       Division (1)         Division

      <S>              <C>                     <C>                 <C>           <C>                  <C>            <C>
      $2,092,182       $2,716,270              $      -            $      -      $19,216,629          $     -        $  4,328,456



         185,849          308,919                   119                 294        1,344,070              (637)           222,792
          (1,713)           5,582                  (148)               (681)       1,170,701               249                  -
        (222,572)          (8,068)               15,012               1,093       (1,927,129)           28,009                  -

         (38,436)         306,433                14,983                 706          587,642            27,621            222,792


         654,374        6,275,718               334,028             158,559       15,747,739           306,597         36,243,366
        (223,218)         (52,096)                 (509)                  -       (4,608,554)              (24)          (258,565)
               -           (2,388)                    -                   -           (9,498)                -             (1,326)
          (2,756)         (93,812)                    -              (2,410)        (462,004)                -             (8,878)
         (82,650)        (623,489)              (18,167)             (2,484)      (2,445,385)           (4,378)       (30,709,128)
        (126,865)        (697,441)              (13,862)             (4,993)      (2,424,710)          (13,899)        (1,455,420)
          (3,532)         (28,946)                 (283)                  -         (138,249)              (14)           (26,181)

         215,353        4,777,546               301,207             148,672        5,659,339           288,282          3,783,868

         176,917        5,083,979               316,190             149,378        6,246,981           315,903          4,006,660

      $2,269,099       $7,800,249              $316,190            $149,378      $25,463,610          $315,903       $  8,335,116
</TABLE>


<PAGE>


                        Principal Life Insurance Company
                         Variable Life Separate Account

                 Statements of Changes in Net Assets (continued)
<TABLE>
                          Year ended December 31, 1998
<CAPTION>

                                                                                  Putnam Global                 Putnam
                                                                                Asset Allocation                 Vista
                                                                                  Division (1)               Division (1)

<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 or depreciation of investments                   4,313                   20,737

Net increase 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


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




See accompanying notes.

<TABLE>
<CAPTION>
        Putnam                                                         SmallCap
        Voyager             Real Estate           SmallCap              Growth            SmallCap Value           Utilities
     Division  (1)        Division  (1)         Division (1)         Division (1)          Division (1)          Division (1)

         <S>                   <C>                  <C>                  <C>                 <C>                     <C>
         $      -              $     -              $      -             $      -            $     -                 $     -



           (1,414)                 811                  (533)                (385)                257                    560
               45                  (64)                  (75)                 (20)               (136)                   372
          105,601                 (320)               11,967               31,970               5,416                  2,337

          104,232                  427                11,359               31,565               5,537                  3,269



          868,001               33,346               251,162              193,803             145,362                 53,396
              (93)                 (23)                  (25)                 (22)                (28)                     -
                -                    -                     -                    -                   -                      -
           (2,429)                   -                  (241)                   -                   -                   (196)
          (32,669)                (406)               (3,354)              (6,641)               (828)                (8,493)
          (37,442)              (1,622)               (8,251)              (8,998)             (5,889)                (2,380)
              (52)                 (13)                  (14)                 (12)                (16)                     -

          795,316               31,282               239,277              178,130             138,601                 42,327

          899,548               31,709               250,636              209,695             144,138                 45,596

         $899,548              $31,709              $250,636             $209,695            $144,138                $45,596
</TABLE>



<PAGE>


                        Principal Life Insurance Company
                         Variable Life Separate Account

                 Statements of Changes in Net Assets (continued)
<TABLE>
                          Year ended December 31, 1997
<CAPTION>

                                                                                                              Aggressive
                                                                                                                Growth
                                                                                    Combined                 Division (1)

<S>                                                                                 <C>                       <C>
Net assets at January 1, 1997                                                       $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 or depreciation of investments               2,414,102                  (55,253)

Net increase 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



<FN>
(1) Commenced operations February 1, 1997.
</FN>

</TABLE>



See accompanying notes.

<TABLE>
<CAPTION>
       Asset                                                    Capital           Fidelity      Fidelity Equity     Fidelity High
    Allocation          Balanced              Bond              Valule           Contrafund         Income             Income
   Division (1)         Division            Division           Division         Division (1)     Division (1)       Division (1)


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



          52,311          457,569               121,465             936,861           (6,014)           (3,260)            (1,353)
             549          236,637                18,598             342,684              850               630              3,224
         (23,876)         104,396                55,567             895,157          115,040            72,538             20,931

          28,984          798,602               195,630           2,174,702          109,876            69,908             22,802


         562,968        3,035,179             1,595,001           6,782,066        2,125,905         1,018,045            369,108
             (15)      (1,398,821)             (414,701)         (2,651,564)            (666)             (740)              (262)
               -                -                     -              (8,829)               -                 -                  -
          (6,314)        (145,315)              (55,770)           (183,175)          (9,953)             (800)           (26,280)
            (690)        (454,671)             (434,583)           (441,824)         (24,082)           (9,962)           (20,415)
         (23,132)        (450,585)             (250,798)           (827,795)        (110,670)          (57,135)           (15,088)
             (20)         (22,018)               (6,732)            (42,448)            (901)           (1,002)              (355)

         532,797          563,769               432,417           2,626,431        1,979,633           948,406            306,708

         561,781        1,362,371               628,047           4,801,133        2,089,509         1,018,314            329,510

        $561,781       $5,707,028            $2,270,847         $11,822,941       $2,089,509        $1,018,314           $329,510

</TABLE>



<PAGE>


                        Principal Life Insurance Company
                         Variable Life Separate Account

                 Statements of Changes in Net Assets (continued)
<TABLE>

                          Year ended December 31, 1997
<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 (loss)                                                           5,227                   12,121
   Net realized gains on investments                                                         15                      299
   Change in net unrealized appreciation or 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



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




See accompanying notes.
<TABLE>
<CAPTION>
         High                                                            Money
         Yield             International           MidCap               Market
      Division             Division (1)           Division             Division

       <S>                  <C>                  <C>                 <C>
       $1,325,273           $        -           $13,704,998         $  1,305,482



          151,360              108,949               383,525               94,705
           19,548                  678             1,366,571                    -
          (27,928)            (165,660)            1,395,356                    -

          142,980              (56,033)            3,145,452               94,705


        1,100,347            3,053,987            11,608,767           15,023,945
         (254,148)              (1,601)           (5,304,517)            (307,677)
           (1,913)                   -               (25,030)                   -
          (38,855)             (20,879)             (430,694)             (59,858)
          (56,489)            (102,897)           (1,619,014)         (11,072,400)
         (121,092)            (154,140)           (1,777,795)            (647,510)
           (3,921)              (2,167)              (85,538)              (8,231)

          623,929            2,772,303             2,366,179            2,928,269

          766,909            2,716,270             5,511,631            3,022,974

       $2,092,182           $2,716,270           $19,216,629         $  4,328,456
</TABLE>




<PAGE>


                        Principal Life Insurance Company
                         Variable Life Separate Account

                          Notes to Financial Statements

                                December 31, 1999

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) 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, 1999,  contractholder  investment options
include the following diversified open-end management investment companies:

<TABLE>
   <S>                                                      <C>
   Principal Variable Contracts Fund, Inc. (4):             Principal Variable Contracts Fund, Inc. (4)
     Aggressive Growth Account (1)                          (continued):
     Asset Allocation Account (1)                             Small Cap Account (2)
     Balanced Account                                         SmallCap Growth Account (2)
     Bond Account                                             SmallCap Value Account (2)
     Capital Value Account                                    Stock Index 500 Account (3)
     Government Securities Account (1)                        Utilities Account (2)
     Growth Account (1)                                     Fidelity Variable Insurance Products Fund:
     High Yield Account                                       Equity Income Portfolio (1)
     International Account (1)                                High Income Portfolio (1)
     International SmallCap Account (2)                     Fidelity Variable Insurance Products Fund
     MicroCap Account (2)                                      II - Contrafund Portfolio (1)
     MidCap Account                                         Putnam Variable Trust:
     MidCap Growth Account (2)                                Global Asset Allocation Fund (2)
     Money Market Account                                     Vista Fund (2)
     Real Estate Account (2)                                  Voyager Fund (2)
<FN>
(1)  Additional investment option available to contractholders as of February 1,
     1997.
(2)  Additional  investment  option  available to  contractholders  as of May 1,
     1998.
(3)  Additional  investment  option  available to  contractholders  as of May 1,
     1999.
(4)  Organized by Principal Life Insurance Company.
</FN>
</TABLE>

Investments are stated at the closing net asset values per share on December 31,
1999. 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.

The Separate Account supports the following variable life insurance contracts of
Principal  Life:  Flex Variable Life Contracts and PrinFlex Life  Contracts.  On
July 1, 1999,  Principal Life  introduced a new product,  Survivorship  Variable
Universal Life Insurance, which invests in the Separate Account.


<PAGE>


                        Principal Life Insurance Company
                         Variable Life Separate Account

                    Notes to Financial Statements (continued)



1. Investment and Accounting Policies (continued)

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
   $214,984,  $174,324,  and  $1,994,681,   respectively,   in  1999;  $227,302,
   $210,067, and $2,225,738,  respectively, in 1998; and $236,727, $277,142, and
   $2,832,278, respectively, in 1997. 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:  $1,148,956,
   $1,744,117 and $14,262,468,  respectively,  in 1999;  $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.


<PAGE>


                        Principal Life Insurance Company
                         Variable Life Separate Account

                    Notes to Financial Statements (continued)



2. Expenses and Policy Charges (continued)

     Survivorship  Variable  Universal  Life  Contracts  (beginning  in  1999) -
     Mortality and expenses risk assumed by Principal Life are  compensated  for
     by a charge equivalent to an annual rate of .80% of the asset value of each
     policy.  There is a monthly  administration  charge of $8.00. An additional
     monthly  administration  charge in the first ten years (and ten years after
     an  increase  in the face  amount) of $.07 per $1,000 of face  amount.  The
     charge of $.07 is increased by $.005 per $1,000 for each insurer classified
     as smoker.  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 $3,970,  $30,083 and $26,149,  respectively,
     during the year ended December 31, 1999. A sales charge of 5.0% of premiums
     less  than or equal to target  premium  and 2.0% 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
     deducted from each payment on behalf of each participant.  The sale 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.


<PAGE>


                        Principal Life Insurance Company
                         Variable Life Separate Account

                    Notes to Financial Statements (continued)



4. Purchases and Sales of Investment Securities

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

                                                                          Year ended December 31, 1999
<CAPTION>

                                                   Units                Amount                 Units                Amount
                                                 Purchased             Purchased             Redeemed              Redeemed

<S>                                                <C>               <C>                       <C>                <C>
Aggressive Growth Division:
   PrinFlex Life                                   970,302           $18,208,064                 331,686           $5,543,887
   Survivorship Variable Universal Life              7,867                94,528                     732                8,432

                                                   978,169            18,302,592                 332,418            5,552,319
Asset Allocation Division:
   PrinFlex Life                                   126,145             1,964,356                  55,304              741,949
   Survivorship Variable Universal Life             15,103               164,337                     203                2,120

                                                   141,248             2,128,693                  55,507              744,069
Balanced Division:
   Flex Variable Life                               32,343             1,253,440                  31,633              977,440
   PrinFlex Life                                   385,145             5,654,313                 225,867            2,977,675
   Survivorship Variable Universal Life              8,197                85,151                     155                1,532

                                                   425,685             6,992,904                 257,655            3,956,647
Bond Division:
   Flex Variable Life                               21,722               638,489                  24,329              584,331
   PrinFlex Life                                   385,603             4,786,951                 139,681            1,628,875
   Survivorship Variable Universal Life              4,133                43,317                      72                  726

                                                   411,458             5,468,757                 164,082            2,213,932
Capital Value Division:
   Flex Variable Life                               58,379             3,417,091                  44,706            1,759,412
   PrinFlex Life                                   865,446            14,950,191                 424,784            6,209,297
   Survivorship Variable Universal Life              5,115                50,729                     822                7,735

                                                   928,940            18,418,011                 470,312            7,976,444
Fidelity Contrafund Division:
   PrinFlex Life                                   784,899            13,802,563                 194,124            3,317,646
   Survivorship Variable Universal Life             14,058               141,995                     340                3,542

                                                   798,957            13,944,558                 194,464            3,321,188
Fidelity Equity Income Division:
   PrinFlex Life                                   442,641             6,654,870                 161,414            2,328,152
   Survivorship Variable Universal Life              6,673                63,501                      65                  624

                                                   449,314             6,718,371                 161,479            2,328,776
Fidelity High Income Division:
   PrinFlex Life                                    86,113             1,116,094                  51,793              611,648

Government Securities Division:
   PrinFlex Life                                   194,406             2,480,309                 209,054            2,462,106
   Survivorship Variable Universal Life              6,834                71,341                   3,590               36,630

                                                   201,240             2,551,650                 212,644            2,498,736

</TABLE>

<PAGE>


                        Principal Life Insurance Company
                         Variable Life Separate Account

                    Notes to Financial Statements (continued)



4. Purchases and Sales of Investment Securities (continued)
<TABLE>

                                                                          Year ended December 31, 1999
<CAPTION>

                                                   Units                Amount                 Units                Amount
                                                 Purchased             Purchased             Redeemed              Redeemed
<S>                                              <C>                  <C>                    <C>                  <C>
Growth Division:
   PrinFlex Life                                 454,302              $7,156,190                 154,162           $2,398,898
   Survivorship Variable Universal Life              4,616                48,392                      84                  860

                                                   458,918             7,204,582                 154,246            2,399,758
High Yield Division:
   Flex Variable Life                               20,298               591,968                  48,184            1,053,406

International Division:
   PrinFlex Life                                   492,014             7,894,576                 272,765            3,522,604
   Survivorship Variable Universal Life              3,556                41,864                      36                  386

                                                   495,570             7,936,440                 272,801            3,522,990
International SmallCap Division:
   PrinFlex Life                                    95,274             1,287,791                  19,712              263,257
   Survivorship Variable Universal Life              1,484                19,838                      17                  217

                                                    96,758             1,307,629                  19,729              263,474
MicroCap Division:
   PrinFlex Life                                    42,361               346,589                   7,556               61,540
   Survivorship Variable Universal Life              2,583                22,694                       5                   47

                                                    44,944               369,283                   7,561               61,587
MidCap Division:
   Flex Variable Life                               69,891             3,419,307                  78,806            3,282,474
   PrinFlex Life                                   669,400             9,125,936                 492,907            6,123,791
   Survivorship Variable Universal Life                232                 2,437                       4                   44

                                                   739,523            12,547,680                 571,717            9,406,309
MidCap Growth Division:
   PrinFlex Life                                    90,323               878,244                  32,058              309,719
   Survivorship Variable Universal Life                236                 2,184                      15                  150

                                                    90,559               880,428                  32,073              309,869
Money Market Division:
   Flex Variable Life                               22,657               399,399                   8,313              140,760
   PrinFlex Life                                 3,259,754            37,186,165               2,946,933           33,194,646
   Survivorship Variable Universal Life            339,308             3,452,703                 155,990            1,582,499

                                                 3,621,719            41,038,267               3,111,236           34,917,905
Putnam Global Asset Allocation Division:
   PrinFlex Life                                    37,942               413,030                  12,194              134,797
   Survivorship Variable Universal Life              3,901                41,312                      14                  151

                                                    41,843               454,342                  12,208              134,948
Putnam Vista Division:
   PrinFlex Life                                    52,210               681,239                   8,751              106,029
   Survivorship Variable Universal Life                782                 9,644                       6                   76

                                                    52,992               690,883                   8,757              106,105
</TABLE>


<PAGE>


                        Principal Life Insurance Company
                         Variable Life Separate Account

                    Notes to Financial Statements (continued)



4. Purchases and Sales of Investment Securities (continued)
<TABLE>
                                                                          Year ended December 31, 1999
<CAPTION>
                                                   Units                Amount                 Units                Amount
                                                 Purchased             Purchased             Redeemed              Redeemed
<S>                                             <C>                 <C>                      <C>                 <C>
Putnam Voyager Division:
   PrinFlex Life                                   505,025          $  6,504,503                  86,311          $ 1,091,791
   Survivorship Variable Universal Life             10,457               114,740                     124                1,528

                                                   515,482             6,619,243                  86,435            1,093,319
Real Estate Division:
   PrinFlex Life                                     6,892                65,261                   2,042               18,329

SmallCap Division:
   PrinFlex Life                                    82,373               858,971                  19,001              178,081
   Survivorship Variable Universal Life                997                11,754                      11                  117

                                                    83,370               870,725                  19,012              178,198
SmallCap Growth Division:
   PrinFlex Life                                   105,937             1,480,349                  19,878              283,342
   Survivorship Variable Universal Life              1,414                18,203                      10                  146

                                                   107,351             1,498,552                  19,888              283,488
SmallCap Value Division:
   PrinFlex Life                                    50,737               461,462                  11,295              102,194
   Survivorship Variable Universal Life              3,695                38,793                       8                   83

                                                    54,432               500,255                  11,303              102,277
Stock Index 500 Division:
   PrinFlex Life                                   621,329             6,531,558                  17,000              174,277
   Survivorship Variable Universal Life              2,600                26,786                      72                  759

                                                   623,929             6,558,344                  17,072              175,036
Utilities Division:
   PrinFlex Life                                    39,617               471,468                   7,891               93,083
   Survivorship Variable Universal Life              1,571                15,596                       5                   50

                                                    41,188               487,064                   7,896               93,133

                                                11,516,892          $165,262,576               6,302,514          $83,323,890


</TABLE>

<PAGE>


                        Principal Life Insurance Company
                         Variable Life Separate Account

                    Notes to Financial Statements (continued)



4. Purchases and Sales of Investment Securities (continued)
<TABLE>

                                                                          Year ended December 31, 1998
<CAPTION>

                                                   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
</TABLE>

                        Principal Life Insurance Company
                         Variable Life Separate Account

                    Notes to Financial Statements (continued)



4. Purchases and Sales of Investment Securities (continued)
<TABLE>

                                                                          Year ended December 31, 1998
<CAPTION>

                                                   Units                Amount                 Units                Amount
                                                 Purchased             Purchased             Redeemed              Redeemed
<S>                                              <C>                <C>                       <C>                 <C>
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



<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




           Principal Life Insurance Company
            Variable Life Separate Account

       Notes to Financial Statements (continued)



4. Purchases and Sales of Investment Securities
   (continued)
<CAPTION>
                                                                          Year ended December 31, 1997

                                                   Units                Amount                 Units                Amount
                                                 Purchased             Purchased             Redeemed              Redeemed
<S>                                              <C>                <C>                       <C>                 <C>
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>



5. Year 2000 Issues (Unaudited)

As of January 31, 2000, virtually all of the major technology systems, processes
and  infrastructure,  including  those which rely on third party vendors used by
Principal Life and other service  providers of the Separate Account appear to be
operating smoothly  following the rollover to the Year 2000.  Principal Life has
experienced  no  significant   interruptions  to  normal  business   operations,
including the processing of customer  account data and  transactions.  Principal
Life will continue its Year 2000 vigilance into early 2001.

Based on the performance of its major technology  systems to date, ongoing plans
to deal with external  relationships,  and  contingency  plans,  Principal  Life
believes that in the worst case scenario it will experience,  at most,  isolated
and  insignificant  disruptions  of business  processes as a result of Year 2000
issues.  Such  disruptions  are not  expected  to have a material  effect on the
Separate  Account's  future  results  of  operations,  liquidity,  or  financial
condition.



                         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) as of December 31, 1999 and
1998,  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, 1999.  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 auditing standards generally accepted
in the United States. 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, 1999 and 1998, and the consolidated results of
its  operations  and its cash  flows for each of the three  years in the  period
ended  December 31, 1999, in conformity  with  accounting  principles  generally
accepted in the United States.

/s/Ernst & Young LLP

Des Moines, Iowa
January 31, 2000



                        Principal Life Insurance Company

                      Consolidated Statements of Operations




<TABLE>
<CAPTION>
                                                                         Year ended December 31
                                                                    1999          1998          1997
                                                                ------------------------------------------
                                                                              (In Millions)
<S>                                                                 <C>           <C>           <C>
Revenues
Premiums and other considerations                                   $3,152        $3,409        $4,668
Fees and other revenue                                               1,125           992           881
Net investment income                                                2,777         2,806         2,937
Net realized capital gains                                             459           466           176
Contribution from closed block                                          11            13             -
                                                                ------------------------------------------
Total revenues                                                       7,524         7,686         8,662

Expenses
Policy and contract benefits                                         4,210         4,500         5,271
Change in future policy benefits and
   contractholder funds                                                415           277           361
Dividends to policyholders                                               9           155           299
Operating expenses                                                   1,757         2,015         2,036
                                                                ------------------------------------------
                                                                ------------------------------------------
Total expenses                                                       6,391         6,947         7,967
                                                                ------------------------------------------

Income before income taxes                                           1,133           739           695

Income taxes                                                           323            44           241
                                                                ------------------------------------------
                                                                ==========================================
Net income                                                          $  810        $  695        $  454
                                                                ==========================================
</TABLE>



See accompanying notes.




                        Principal Life Insurance Company

                  Consolidated Statements of Financial Position


<TABLE>
<CAPTION>
                                                                                        December 31
                                                                                     1999         1998
                                                                                 ---------------------------
                                                                                 ---------------------------
                                                                                       (In Millions)
<S>                                                                                 <C>          <C>
Assets
Fixed maturities, available-for-sale                                                $21,660      $21,006
Equity securities, available-for-sale                                                   864        1,102
Mortgage loans                                                                       12,296       12,091
Real estate                                                                           2,212        2,585
Policy loans                                                                             28           25
Other investments                                                                       637          349
                                                                                 ---------------------------
Total investments                                                                    37,697       37,158

Cash and cash equivalents                                                               362          461
Accrued investment income                                                               408          375
Deferred policy acquisition costs                                                       792          456
Property and equipment                                                                  458          451
Goodwill and other intangibles                                                          152          161
Premiums due and other receivables                                                      284          261
Mortgage loan servicing rights                                                        1,081          778
Closed block assets                                                                   4,318        4,251
Separate account assets                                                              33,307       29,009
Other assets                                                                            451          582
                                                                                 ---------------------------
                                                                                 ===========================
Total assets                                                                        $79,310      $73,943
                                                                                 ===========================
                                                                                 ===========================

Liabilities
Contractholder funds                                                                $24,523      $23,339
Future policy benefits and claims                                                     7,623        7,082
Other policyholder funds                                                                271          293
Short-term debt                                                                           -          200
Long-term debt                                                                          834          671
Income taxes currently payable                                                           15           27
Deferred income taxes                                                                   159          497
Closed block liabilities                                                              5,395        5,299
Separate account liabilities                                                         33,307       29,009
Other liabilities                                                                     2,232        2,057
                                                                                 ---------------------------
                                                                                 ---------------------------
Total liabilities                                                                    74,359       68,474

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            3
Retained earnings                                                                     5,110        4,749
Accumulated other comprehensive income (loss):
   Net unrealized gains (losses) on available-for-sale securities                      (102)         746
   Net foreign currency translation adjustment                                          (60)         (29)
                                                                                 ---------------------------
                                                                                 ---------------------------
Total stockholder's equity                                                            4,951        5,469
                                                                                 ---------------------------
                                                                                 ===========================
Total liabilities and stockholder's equity                                          $79,310      $73,943
                                                                                 ===========================
</TABLE>

See accompanying notes.




                        Principal Life Insurance Company

                 Consolidated Statements of Stockholder's Equity



<TABLE>
<CAPTION>
                                                            Net Unrealized
                                                          Gains (Losses) on      Net Foreign
                                                          Available-for-Sale      Currency            Total
                                    Common     Retained       Securities         Translation      Stockholder's
                                     Stock     Earnings                          Adjustment          Equity
                                  -------------------------------------------------------------------------------
                                                                  (In Millions)
<S>                                    <C>      <C>             <C>                 <C>               <C>
   Balances at January 1, 1997         $-       $3,803          $   860             $  (9)            $4,654
   Comprehensive income:
     Net income                         -          454                -                 -                454
     Net change in unrealized
       gains and losses on fixed
       maturities,                      -            -              197                 -                197
       available-for-sale
     Net change in unrealized
       gains and losses 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             -            -                -                (2)                (2)
       adjustment
                                                                                                 ----------------
   Comprehensive income                                                                                  630
                                  -------------------------------------------------------------------------------
   Balances at December 31, 1997        -        4,257            1,038               (11)             5,284
   Issuance of 2,500,000 shares
     of common stock to parent
     holding company                    3           (3)              -                  -                  -
   Dividend to parent holding           -         (200)              -                  -               (200)
     company
   Comprehensive income:
     Net income                         -          695               -                  -                695
     Net change in unrealized
       gains and losses on fixed
       maturities,                      -            -            (203)                 -               (203)
       available-for-sale
     Net change in unrealized
       gains and losses on
       equity securities,
       available-for-sale,              -            -            (292)                 -               (292)
       including seed money in
       separate accounts
     Adjustments for assumed
       changes in amortization
       patterns:
       Deferred policy
         acquisition costs              -            -              37                  -                 37
       Unearned revenue reserves        -            -              (4)                 -                 (4)
     Provision for deferred
       income tax benefit               -            -             170                  -                170
     Change in net foreign
       currency translation             -            -               -                (18)               (18)
       adjustment
                                                                                                 ----------------
   Comprehensive income                                                                                  385
                                  -------------------------------------------------------------------------------
   Balances at December 31, 1998        3        4,749             746                (29)             5,469
</TABLE>



                        Principal Life Insurance Company

           Consolidated Statements of Stockholder's Equity (continued)




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

<S>                                    <C>      <C>             <C>                 <C>               <C>
   Balances at January 1, 1999         $3       $4,749          $  746              $ (29)            $5,469
   Dividend to parent holding           -         (449)              -                  -               (449)
     company
   Comprehensive loss:
     Net income                         -          810               -                  -                810
     Net change in unrealized
       gains and losses on fixed
       maturities,                      -            -          (1,375)                 -             (1,375)
       available-for-sale
     Net change in unrealized
       gains and losses on
       equity securities,
       available-for-sale,              -            -            (142)                 -               (142)
       including seed money in
       separate accounts
     Adjustments for assumed
       changes in amortization
       patterns:
       Deferred policy
         acquisition costs                           -             246                  -                246
       Unearned revenue reserves                     -             (30)                 -                (30)
     Provision for deferred
       income tax benefit                            -             453                  -                453
     Change in net foreign
       currency translation                          -               -                (31)               (31)
       adjustment
                                                                                                 ----------------
   Comprehensive loss                                                                                    (69)
                                  ===============================================================================
   Balances at December 31, 1999       $3       $5,110         $  (102)              $(60)            $4,951
                                  ===============================================================================
</TABLE>



See accompanying notes.




                        Principal Life Insurance Company

                      Consolidated Statements of Cash Flows




<TABLE>
<CAPTION>
                                                                              Year ended December 31
                                                                          1999         1998         1997
                                                                      ---------------------------------------
                                                                                  (In Millions)
<S>                                                                    <C>         <C>            <C>
Operating activities
Net income                                                             $     810   $     695      $   454
Adjustments to reconcile net income to net cash provided by
   operating activities:
   Amortization of deferred policy acquisition costs                          76         170          170
   Additions to deferred policy acquisition costs                           (254)       (229)        (213)
   Gain on sales of subsidiaries                                             (11)         (6)         (14)
   Accrued investment income                                                 (33)         24            7
   Premiums due and other receivables                                        (21)         87          (78)
   Contractholder and policyholder liabilities and dividends
                                                                           1,430       1,489        1,396
   Current and deferred income taxes                                         103        (265)          96
   Net realized capital gains                                               (459)       (466)        (176)
   Depreciation and amortization expense                                      72         100          117
   Change in closed block operating assets and
     liabilities, net                                                        174         230            -
   Other                                                                     163         115         (185)
                                                                      ---------------------------------------
Net adjustments                                                            1,240       1,249        1,120
                                                                      ---------------------------------------
Net cash provided by operating activities                                  2,050       1,944        1,574

Investing activities Available-for-sale securities:
   Purchases                                                             (10,956)     (7,141)      (7,478)
   Sales                                                                   6,852       5,684        7,475
   Maturities                                                              2,500       1,377        1,204
Mortgage loans acquired or originated                                    (16,503)    (14,162)      (9,925)
Mortgage loans sold or repaid                                             16,242      14,414        8,977
Net change in mortgage servicing rights                                     (307)       (387)        (144)
Real estate acquired                                                        (449)       (436)        (309)
Real estate sold                                                             870         662          198
Net change in property and equipment                                         (20)        (20)           -
Change in closed block investments, net                                     (169)       (201)           -
Proceeds from sales of subsidiaries                                           42          96           35
Purchases of interest in subsidiaries, net of cash acquired                  (13)       (218)         (99)
Net change in other investments                                             (260)       (249)         (83)
                                                                      ---------------------------------------
Net cash used in investing activities                                     (2,171)       (581)        (149)
</TABLE>





                        Principal Life Insurance Company

                Consolidated Statements of Cash Flows (continued)



<TABLE>
<CAPTION>
                                                                              Year ended December 31
                                                                          1999         1998         1997
                                                                      ---------------------------------------
                                                                                  (In Millions)
<S>                                                                    <C>         <C>            <C>
Financing activities
Issuance of debt                                                       $     203    $     243     $     75
Principal repayments of debt                                                 (40)         (51)         (28)
Proceeds of short-term borrowings                                          4,952        8,628        5,089
Repayment of short-term borrowings                                        (4,896)      (8,924)      (4,974)
Dividend paid to parent holding company                                     (441)        (140)           -
Investment contract deposits                                               5,325        5,854        4,134
Investment contract withdrawals                                           (5,081)      (7,058)      (5,446)
                                                                      ---------------------------------------
Net cash provided by (used in) financing activities                           22       (1,448)      (1,150)
                                                                      ---------------------------------------

Net increase (decrease) in cash and cash equivalents                         (99)         (85)         275

Cash and cash equivalents at beginning of year                               461          546          271
                                                                      =======================================
Cash and cash equivalents at end of year                               $     362    $     461      $   546
                                                                      =======================================

Schedule of noncash operating and investing activities
Dividend of net noncash assets and liabilities of Princor Financial
   Services Corporation to Principal Financial Services, Inc. on
   April 1, 1999                                                       $      12
                                                                      =============
Thefollowing  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.
</TABLE>




                        Principal Life Insurance Company

                   Notes to Consolidated Financial Statements

                                December 31, 1999


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  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 Principal Life
Insurance  Company  and its  consolidated  subsidiaries,  as the net  assets  so
transferred  to achieve the change in legal  organization  were accounted for at
historical carrying amounts in a manner similar to that in  pooling-of-interests
accounting.

Description of Business

Principal  Life  Insurance  Company  and  its  consolidated  subsidiaries  ("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  accounting
principles  generally  accepted  in  the  United  States  ("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 $2.3 billion at December
31,  1999  and  $2.2  billion  at  December  31,  1998.  Total  revenues  of the
unconsolidated entities were $2.0 billion in 1999, $1.8 billion in 1998 and $294
million in 1997.  During 1999, 1998 and 1997, the Company included $108 million,
$18 million and $19 million, respectively, in net investment income representing
the Company's share of current year net income 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  policyholders
included therein that, after



                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




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

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 such that their cash flows
together with anticipated  revenues 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 to
provide for the continuation of aggregate dividend scales in accordance with the
1997 policy dividend scales if the experience  underlying such scales continued,
and to allow  for  appropriate  adjustments  in such  scales  if the  experience
changes.

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  Company  will  continue  to pay  guaranteed  benefits  under all  policies,
including the policies  included in the Closed Block,  in accordance  with their
terms.  If the assets  allocated to the Closed Block,  the investment cash flows
from those  assets and the  revenues  from the  policies  included in the Closed
Block,  including investment income thereon, prove to be insufficient to pay the
benefits guaranteed under the policies included in the Closed Block, the Company
will be required to make such payments from its general funds.

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),  policyholder
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 operating income
or other comprehensive  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.



                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




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

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.

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.



                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




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

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 $432
million and $743  million  and  commercial  mortgage  loans held for sale in the
amount  of $280  million  and  $22  million  at  December  31,  1999  and  1998,
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,  excluding  investments  in  unconsolidated
entities, 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  risk of loss is  typically  limited  to the  fair  value  of its
derivative  instruments and not to the notional or contractual  amounts of these
derivatives.  Risk  arises  from  changes  in the fair  value of the  underlying
instruments.  The  Company  is also  exposed  to  credit  losses in the event of
nonperformance  of  the  counterparties.   This  credit  risk  is  minimized  by
purchasing such agreements from financial  institutions with high credit ratings
and by establishing and monitoring exposure limits.

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.




                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




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

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 policyholders.  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 policyholder 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.




                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




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

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
policyholder  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.




                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




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

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 policyholder 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.  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 other  considerations  and policy and
contract benefits and changes in reserves is as follows (in millions):

<TABLE>
<CAPTION>
                                                                         Year ended December 31
                                                                    1999          1998          1997
                                                                ------------------------------------------
<S>                                                                 <C>           <C>           <C>
   Premiums and other considerations:
     Direct                                                         $3,187        $3,390        $4,601
     Assumed                                                             4            59           106
     Ceded                                                             (39)          (40)          (39)
                                                                ==========================================
   Net premiums and other considerations                            $3,152        $3,409        $4,668
                                                                ==========================================

   Policy and contract benefits and changes in reserves:
     Direct                                                         $4,656        $4,739        $5,596
     Assumed                                                            (1)           66           102
     Ceded                                                             (30)          (28)          (66)
                                                                ------------------------------------------
   Net policy and contract benefits and changes in reserves
                                                                    $4,625        $4,777        $5,632
                                                                ==========================================
</TABLE>




                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




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

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.

Guaranty-fund Assessments

Guaranty-fund  assessments  are accrued 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.



                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




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

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 and Equipment

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

                                                          December 31
                                                      1999           1998
                                                  -----------------------------

   Property and equipment                              $777           $730
   Accumulated depreciation                            (319)          (279)
                                                  =============================
   Property and equipment, net                         $458           $451
                                                  =============================

Goodwill and Other Intangibles

Goodwill  and other  intangibles  include the cost of acquired  subsidiaries  in
excess of the fair value of the net assets (i.e., goodwill) and other intangible
assets which 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  intangibles is reviewed  periodically for
indicators  of impairment  in value,  which in the view of management  are other
than  temporary,  including  unexpected  or adverse  changes in the  economic or
competitive  environments in which the Company operates,  profitability analyses
and the fair  value of the  relevant  subsidiary.  If  facts  and  circumstances
suggest that a subsidiary's goodwill is impaired,  the Company assesses the fair
value of the  underlying  business  and reduces  the  goodwill to an amount that
results in the book value of the subsidiary approximating fair value.




                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




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

Goodwill and other intangibles,  and related  accumulated  amortization,  are as
follows (in millions):

<TABLE>
<CAPTION>
                                                                                      December 31
                                                                                  1999           1998
                                                                              -----------------------------

<S>                                                                                <C>            <C>
   Goodwill                                                                        $176           $185
   Other intangibles                                                                 21             16
                                                                              -----------------------------
                                                                                    197            201
   Accumulated amortization                                                         (45)           (40)
                                                                              =============================
   Total goodwill and other intangibles, net                                       $152           $161
                                                                              =============================
</TABLE>

Premiums Due and Other Receivables

Premiums due and other  receivables  include life and health insurance  premiums
due,   reinsurance   recoveries,   guaranty  funds  receivable  or  on  deposit,
receivables from the sale of securities and other receivables.

Mortgage Loan Servicing Rights

Mortgage loan servicing  rights  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  loan  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

Included in other assets are certain  assets  pending  transfer or novation that
are  carried  at fair  value (see Note 2).  The  remainder  of other  assets are
reported primarily at cost.

Comprehensive Income (Loss)

Comprehensive  income (loss) includes all changes in stockholder's equity during
a  period  except  those  resulting  from   investments  by   shareholders   and
distributions to shareholders.




                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




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

The following table sets forth the adjustments necessary to avoid duplication of
items that are  included  as part of net income for a year that had been part of
other comprehensive income in prior years (in millions):

<TABLE>
<CAPTION>
                                                                               December 31
                                                                    1999          1998          1997
                                                                ------------------------------------------
<S>                                                                <C>             <C>            <C>
   Unrealized gains (losses) on available-for-sale securities
     arising during the year                                       $(1,039)        $(530)         $106
   Adjustment for realized gains on available-for-sale
     securities included in net income                                 191           238            72
                                                                ==========================================
   Unrealized gains (losses) on available-for-sale securities,
     as adjusted                                                   $  (848)        $(292)         $178
                                                                ==========================================
</TABLE>

The above  adjustment  for net realized gains on  available-for-sale  securities
included  in  net  income  is  presented  net of  tax,  related  changes  in the
amortization  patterns of deferred policy acquisition costs and unearned revenue
reserves.

Reclassifications

Certain  reclassifications  have  been  made to the 1997  and 1998  consolidated
financial statements to conform to the 1999 presentation.

Accounting Changes

In June 1998,  the  Financial  Accounting  Standards  Board ("the FASB")  issued
Statement No. 133, Accounting for Derivative  Instruments and Hedging Activities
("SFAS  133").  In June 1999,  Statement  No.  137,  Accounting  for  Derivative
Instruments  and Hedging  Activities  - Deferral of the  Effective  Date of FASB
Statement No. 133, ("SFAS 137") was issued  deferring the effective date of SFAS
133 by one year.  The new  effective  date for the  Company to adopt SFAS 133 is
January 1, 2001. SFAS 133 will require the Company to include all derivatives in
the  consolidated  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 consolidated financial position.




                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




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

On January 1, 1999, the Company  implemented  the Statement of Position  ("SOP")
98-1,  Accounting for the Costs of Computer  Software  Developed or Obtained for
Internal  Use.  SOP 98-1  defines  internal  use  software  and  when the  costs
associated with internal use should be capitalized.  The  implementation did not
have a material impact on the Company's consolidated financial statements.


2. Mergers, Acquisitions and Divestitures

During 1999,  various  acquisitions  were made by the Company's  subsidiaries at
purchase prices aggregating $13 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,  1999 and total  1999  revenue  of $17  million  and $12  million,
respectively.

Effective  April 1, 1998,  the Company merged  substantially  all of its managed
care  operations  with  Coventry  Corporation  in  exchange  for a  non-majority
ownership  position in the  resulting  entity,  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.

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.




                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




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, 1999 and 1998, are
as follows (in millions):

<TABLE>
<CAPTION>
                                                                   Gross           Gross
                                                                Unrealized      Unrealized         Fair
                                                   Cost            Gains          Losses          Value
                                              ---------------------------------------------------------------
                                              ---------------------------------------------------------------
<S>                                              <C>             <C>              <C>            <C>
   December 31, 1999 Fixed maturities:
     United States Government and agencies
                                                  $    163        $    -          $    2         $     161
     Foreign governments                               808            18              15               811
     States and political subdivisions                 139             1               9               131
     Corporate - public                              5,187            73             137             5,123
     Corporate - private                            10,300            95             332            10,063
     Mortgage-backed and other asset-backed
       securities                                    5,486            12             127             5,371
                                              ---------------------------------------------------------------
   Total fixed maturities                          $22,083          $199            $622           $21,660
                                              ===============================================================
   Total equity securities                       $     721          $176           $  33         $     864
                                              ===============================================================

   December 31, 1998 Fixed maturities:
     United States Government and agencies
                                                 $     615       $     -           $  10         $     605
     Foreign governments                               340            29               5               364
     States and political subdivisions                 137            10               -               147
     Corporate - public                              3,841           249              84             4,006
     Corporate - private                            10,570           623              95            11,098
     Mortgage-backed and other asset-backed
       securities                                    4,659           138              11             4,786
                                              ---------------------------------------------------------------
                                              ===============================================================
   Total fixed maturities                          $20,162        $1,049            $205           $21,006
                                              ===============================================================
   Total equity securities                       $     760       $   395           $  53          $  1,102
                                              ===============================================================
</TABLE>




                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




3. Investments (continued)

The cost and fair value of fixed maturities  available-for-sale  at December 31,
1999, by expected maturity, are as follows (in millions):

<TABLE>
<CAPTION>
                                                                                 Cost        Fair Value
                                                                             ------------------------------
                                                                             ------------------------------

<S>                                                                            <C>             <C>
   Due in one year or less                                                     $  1,261        $  1,260
   Due after one year through five years                                          7,784           7,654
   Due after five years through ten years                                         4,342           4,281
   Due after ten years                                                            3,210           3,094
                                                                             ------------------------------
                                                                             ------------------------------
                                                                                 16,597          16,289
   Mortgage-backed and other asset-backed securities                              5,486           5,371
                                                                             ------------------------------
                                                                             ==============================
   Total                                                                        $22,083         $21,660
                                                                             ==============================
</TABLE>

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

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

<TABLE>
<CAPTION>
                                                                         Year ended December 31
                                                                    1999          1998          1997
                                                                ------------------------------------------

<S>                                                                 <C>           <C>           <C>
   Fixed maturities, available-for-sale                             $1,578        $1,525        $1,620
   Equity securities, available-for-sale                                46            32            39
   Mortgage loans                                                    1,025         1,100         1,084
   Real estate                                                         188           143           107
   Policy loans                                                          2            27            50
   Cash and cash equivalents                                            19             9             9
   Other                                                                43            58            92
                                                                ------------------------------------------
                                                                ------------------------------------------
                                                                     2,901         2,894         3,001

   Less investment expenses                                           (124)          (88)          (64)
                                                                ------------------------------------------
                                                                ==========================================
   Net investment income                                            $2,777        $2,806        $2,937
                                                                ==========================================
</TABLE>




                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




3. Investments (continued)

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

<TABLE>
<CAPTION>
                                                                           Year ended December 31
                                                                     1999          1998           1997
                                                                 -------------------------------------------

<S>                                                                  <C>           <C>           <C>
   Fixed maturities, available-for-sale:
     Gross gains                                                     $  31         $  67         $  51
     Gross losses                                                     (123)          (31)          (43)
   Equity securities, available-for-sale:
     Gross gains                                                       409           329           132
     Gross losses                                                      (26)          (40)          (26)
   Mortgage loans                                                       (8)            8            (6)
   Real estate                                                          56           126            64
   Other                                                               120             7             4
                                                                 ===========================================
   Net realized capital gains                                         $459          $466          $176
                                                                 ===========================================
</TABLE>

Proceeds from sales of  investments  (excluding  call and maturity  proceeds) in
fixed maturities were $5.3 billion,  $2.8 billion and $5.0 billion in 1999, 1998
and 1997 respectively.  Of the 1999, 1998 and 1997 proceeds,  $3.6 billion, $2.2
billion  and $4.0  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 $2 million, $23 million and
$29 million and gross losses of $57 million, $7 million and $10 million in 1999,
1998  and  1997,  respectively,   were  realized  on  sales  of  mortgage-backed
securities.  At December 31, 1999,  the Company had security  purchases  payable
totaling $910 million relating to the purchases of mortgage-backed securities at
forward dates.

The net  unrealized  gains and losses 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  and  losses  on
available-for-sale securities,  including the net unrealized gains and losses on
the Closed Block available-for-sale securities, is as follows (in millions):




                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




3. Investments (continued)

<TABLE>
<CAPTION>
                                                                                      December 31
                                                                                  1999           1998
                                                                              -----------------------------

<S>                                                                               <C>            <C>
   Net unrealized gains and losses on fixed maturities, available-for-sale
                                                                                  $(436)         $939
   Net unrealized gains and losses on equity securities, available-for-sale,
     including seed money in separate accounts                                      205           347
   Adjustments for assumed changes in amortization patterns:
     Deferred policy acquisition costs                                               79          (167)
     Unearned revenue reserves                                                      (13)           17
   Provision for deferred income (taxes) tax benefit                                 63          (390)
                                                                              =============================
   Net unrealized gains and losses on available-for-sale securities               $(102)         $746
                                                                              =============================
</TABLE>

During 1998, the net change in unrealized gains and losses on fixed  maturities,
available-for-sale,  appearing in the consolidated statements of equity 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.

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.

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, 1999 and 1998, the commercial  mortgage portfolio is diversified by
geographic region and specific collateral property type as follows:

<TABLE>
<CAPTION>
               Geographic Distribution                             Property Type Distribution
- ------------------------------------------------------   --------------------------------------------------
                                    December 31                                          December 31
                                  1999        1998                                     1999       1998
                               -----------------------                              -----------------------
                               -----------------------                              -----------------------

<S>                                <C>         <C>                                      <C>        <C>
   New England                      5%          5%       Office                         30%        29%
   Middle Atlantic                 14          14        Retail                         33         33
   East North Central              10          10        Hotel                           1          1
   West North Central               4           5        Mixed use/other                 2          2
   South Atlantic                  25          25        Industrial                     32         33
   East South Central               3           3        Apartments                      3          3
   West South Central               7           7        Valuation allowance            (1)        (1)
   Mountain                         5           4
   Pacific                         28          28
   Valuation allowance             (1)         (1)
</TABLE>




                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




3. Investments (continued)

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):

<TABLE>
<CAPTION>
                                                                                   December 31
                                                                          1999        1998        1997
                                                                       ------------------------------------

<S>                                                                        <C>         <C>         <C>
   Balance at beginning of year                                            $104        $121        $121
   Establishment of closed block (see Note 5)                                 -          (9)          -
   Provision for losses                                                       5           4           8
   Releases due to write-downs, sales and foreclosures                       (1)        (12)         (8)
                                                                       ====================================
   Balance at end of year                                                  $108        $104        $121
                                                                       ====================================
</TABLE>

The Company was servicing approximately 555,000 and 484,000 residential mortgage
loans with aggregate principal balances of approximately $51.9 billion and $42.1
billion at December 31, 1999 and 1998,  respectively.  In connection  with these
mortgage  servicing  activities,  the  Company  held  funds in trust for  others
totaling  approximately  $334  million and $284 million at December 31, 1999 and
1998, 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.




                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




3. Investments (continued)

Real estate  holdings and related  accumulated  depreciation  are as follows (in
millions):

                                                       December 31
                                                   1999           1998
                                               -----------------------------

   Investment real estate                          $1,461        $1,890
   Accumulated depreciation                          (161)         (183)
                                               -----------------------------
                                                    1,300         1,707
   Properties held for sale                           912           878
                                               =============================
   Real estate, net                                $2,212        $2,585
                                               =============================

Other investments include a temporarily controlled subsidiary.  Also included in
other  investments  are  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 $760  million  and $876  million at
December 31, 1999 and 1998, respectively.  The Company is committed to providing
additional mortgage financing for such joint ventures aggregating $77 million at
December 31, 1999.


4. Derivatives Held or Issued for Purposes Other Than Trading

The Company  uses  exchange-traded  interest  rate  futures and  mortgage-backed
securities  forwards 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 mortgage-backed
securities  forwards 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  ($76 million at December  31, 1999,  and $855 million at December 31,
1998)  represent  the  extent of the  Company's  involvement.  The  Company  had
outstanding  mortgage-backed securities forwards of $149 million and $55 million
at December 31, 1999 and 1998, respectively.

The Company uses  interest  rate swaps to more closely  match the interest  rate
characteristics  of its assets with those of its liabilities.  Swaps are used in
asset  and  liability  management  to modify  duration  and  match  cash  flows.
Occasionally,  the Company will sell a callable investment-type contract and may
use interest  rate  swaptions or similar  instruments  to transform the callable
liability  into a fixed term  liability.  In  addition,  the Company may sell an
investment-type  contract with  attributes  tied to market indices in which case
the Company uses a call option to transform the liability into a




                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




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

fixed rate liability.  The notional principal amounts of the interest rate swaps
outstanding  at  December  31,  1999 and 1998 were  $1,211  million  and  $1,533
million, respectively, and the credit exposure at December 31, 1999 and 1998 was
$19 million for both years.  The  notional  principal  amounts of the  swaptions
outstanding  at December 31, 1999 and 1998 were $470  million and $259  million,
respectively,  and the credit  exposure  at  December  31,  1999 and 1998 was $9
million and $6 million,  respectively. The notional amounts of call options were
$30 million at both December 31, 1999 and 1998, and the credit  exposure was $19
million  and $6  million  at  December  31,  1999 and  1998,  respectively.  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  five years at December  31, 1999 and six
years at December 31, 1998. 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  enters into currency  exchange swap  agreements to convert  certain
foreign  denominated  fixed  rate  assets  and  liabilities  into U.  S.  dollar
denominated  instruments to eliminate the exposure to future currency volatility
on those items. At December 31, 1999, the Company had various  foreign  currency
exchange agreements with maturities ranging from 2000 to 2018, with an aggregate
notional  amount of  approximately  $1,571 million and a credit  exposure of $69
million.  At December 31, 1998, such maturities ranged from 1999 to 2018 with an
aggregate notional amount of approximately $486 million and a credit exposure of
$35 million. The average unexpired term of the swaps was approximately six years
at December 31, 1999 and seven years at December 31, 1998.

With regard to its foreign  operations,  the Company attempts to conduct much of
its business in the functional  currency of the country of operation.  At times,
the Company is unable to do so, and  beginning in 1999 for these cases,  it uses
foreign exchange  derivatives to hedge the resulting  currency risk. At December
31, 1999, the Company had foreign  currency  swaps with a notional  amount of $5
million outstanding.

The Company manages the risk on its commercial  mortgage loan pipeline by buying
and selling  mortgage-backed  securities in the forward  markets,  interest rate
swaps,  and interest  rate  futures.  The Company  entered into  mortgage-backed
forwards  totaling  $87 million  and $27 million at December  31, 1999 and 1998,
respectively,  and interest rate swaps with notional amounts of $88 million with
a credit  exposure  totaling $2 million at December 31, 1999.  In addition,  the
Company  entered into interest rate futures  contracts with notional  amounts of
$211 million and $58 million at December 31, 1999 and 1998,  respectively.  Such
futures contracts are marked to market and settled daily.




                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




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

The Company manages risk on its residential 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 $1,080 million and
$2,369 million at December 31, 1999 and 1998,  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  $372 million and $1,100
million of mortgage loans at December 31, 1999 and 1998,  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 $5,550 million
and $6,314 million at December 31, 1999 and 1998,  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.




                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




5. Closed Block

Summarized  financial  information  of  the  Closed  Block  is  as  follows  (in
millions):

<TABLE>
<CAPTION>
                                                                                      December 31
                                                                                  1999           1998
                                                                              -----------------------------
<S>                                                                               <C>           <C>
   Assets
   Fixed maturities available-for-sale                                            $1,782        $1,722
   Mortgage loans                                                                  1,036         1,063
   Policy loans                                                                      752           741
   Other investments                                                                   1             1
                                                                              -----------------------------
   Total investments                                                               3,571         3,527

   Cash and cash equivalents                                                          24             -
   Accrued investment income                                                          63            60
   Deferred policy acquisition costs                                                 639           649
   Premiums due and other receivables                                                 21            15
                                                                              =============================
                                                                                  $4,318        $4,251
                                                                              =============================
   Liabilities
   Future policy benefits and claims                                              $4,864        $4,668
   Other policyholder funds                                                          406           399
   Other liabilities                                                                 125           232
                                                                              -----------------------------
                                                                                  $5,395        $5,299
                                                                              =============================
</TABLE>

<TABLE>
<CAPTION>
                                                                                     For the six-month
                                                              For the year ended   period from formation
                                                              December 31, 1999     to December 31, 1998
                                                             ----------------------------------------------
<S>                                                                   <C>                    <C>
   Revenues and expenses
   Premiums and other considerations                                  $764                   $390
   Net investment income                                               269                    127
   Other income (expense)                                               (2)                     1
   Policy and contract benefits                                       (438)                  (196)
   Change in future policy benefits and contractholder funds
                                                                      (176)                  (110)
   Dividends to policyholders                                         (296)                  (143)
   Operating expenses                                                 (110)                   (56)
                                                             ==============================================
   Contribution from Closed Block (before income taxes)
                                                                     $  11                  $  13
                                                             ==============================================
</TABLE>




                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




6. Deferred Policy Acquisition Costs

Policy  acquisition  costs deferred and amortized in 1999,  1998 and 1997 are as
follows (in millions):

<TABLE>
<CAPTION>
                                                                               December 31
                                                                    1999          1998          1997
                                                                ------------------------------------------

<S>                                                                   <C>         <C>           <C>
   Balance at beginning of year                                       $456        $1,057        $1,058
   Balance transferred to the Closed Block                               -          (697)            -
   Cost deferred during the year                                       254           229           213
   Amortized to expense during the year                                (76)         (170)         (170)
   Effect of unrealized (gains) losses                                 158            37           (44)
                                                                ==========================================
   Balance at end of year                                             $792       $   456        $1,057
                                                                ==========================================
</TABLE>


7. Insurance Liabilities

Major  components  of  contractholder  funds in the  consolidated  statements of
financial position, are summarized as follows (in millions):

<TABLE>
<CAPTION>
                                                                                      December 31
                                                                                  1999           1998
                                                                              -----------------------------
<S>                                                                                <C>          <C>
   Liabilities for investment-type contracts:
     Guaranteed investment contracts                                               $15,941      $15,211
     Domestic funding agreements                                                       743          653
     International funding agreements backing
       medium-term notes                                                             1,139            -
     Other investment-type contracts                                                 3,115        3,806
                                                                              -----------------------------
   Total liabilities for investment-type contracts                                  20,938       19,670

   Liabilities for individual annuities                                              2,522        2,685
   Universal life and other reserves                                                 1,063          984
                                                                              =============================
   Total contractholder funds                                                      $24,523      $23,339
                                                                              =============================
</TABLE>

The Company's  contractholder funds, excluding universal life reserves,  include
surrender and  withdrawal  provisions  which  mitigate the risk of losses due to
early  withdrawals.  Approximately  90% of such  contractholder  funds,  include
surrender  or  market  value  adjustment  provisions,  or  are  not  subject  to
discretionary  withdrawal.  The remainder is subject to discretionary withdrawal
at book value with minimal or no surrender charge.

Approximately  3.0% of the  Company's  investment  contract  portfolio  includes
puttable  funding  agreements,  representing  1.3% of  general  account  assets.
Approximately  2.5%  of the  portfolio  includes  contracts  which  require  the
contractholder  to give the Company a minimum of 90 days notice before  contract
termination payment.




                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




7. Insurance Liabilities (continued)

Funding agreements are issued to non-qualified  institutional  investors both in
domestic and international  markets.  In late 1998, the Company established a $2
billion  program under which an offshore  special  purpose entity was created to
issue nonrecourse  medium-term  notes.  Under the program,  the proceeds of each
note series issuance are used to purchase a funding  agreement from the Company,
with the funding  agreement  so  purchased  then used to secure that  particular
series of notes. In general, the payment terms of any particular series of notes
match the payment  terms of the funding  agreement  that  secures  that  series.
Claims for principal and interest under those  international  funding agreements
are  afforded   equal   priority  to  claims  of  life   insurance  and  annuity
policyholders  under insolvency  provisions of Iowa Insurance Laws. During 1999,
the Company  began  issuing  international  funding  agreements  to the offshore
special purpose vehicle under that program. The offshore special purpose vehicle
issued medium-term notes to investors in Europe, Asia and Australia. In general,
the medium-term note funding agreements do not give the contractholder the right
to terminate prior to contractually  stated maturity dates, absent the existence
of certain  circumstances  which are largely  within the Company's  control.  At
December 31, 1999, the contractual  maturities were 2002 - $180 million;  2004 -
$358 million; 2008 - $36 million; and 2009 - $565 million.

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):

<TABLE>
<CAPTION>
                                                                               December 31
                                                                    1999          1998          1997
                                                                ------------------------------------------

<S>                                                                <C>           <C>           <C>
   Balance at beginning of year                                    $   641       $   770       $   800

   Incurred:
     Current year                                                    1,831         1,922         2,723
     Prior years                                                        32           (14)          (21)
                                                                ------------------------------------------
                                                                ------------------------------------------
   Total incurred                                                    1,863         1,908         2,702

   Reclassification for subsidiary merger
     (see Note 2)                                                        -           155             -
   Payments:
     Current year                                                    1,380         1,523         2,235
     Prior years                                                       405           359           497
                                                                ------------------------------------------
   Total payments                                                    1,785         2,037         2,732
                                                                ------------------------------------------

   Balance at end of year:
     Current year                                                      451           349           476
     Prior years                                                       268           292           294
                                                                ------------------------------------------
                                                                ==========================================
   Total balance at end of year                                    $   719       $   641       $   770
                                                                ==========================================
</TABLE>



                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




7. Insurance Liabilities (continued)

The activity  summary in the  liability  for unpaid  accident and health  claims
shows an  increase of $32  million,  a decrease of $14 million and a decrease of
$21  million  to the  December  31,  1998,  1997 and 1996  liability  for unpaid
accident and health claims, respectively, arising in prior years. Such liability
adjustments,  which  affected  current  operations  during 1999,  1998 and 1997,
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.


8. Debt

Short-term debt

Short-term debt consists primarily of commercial paper and outstanding  balances
on credit  facilities  with various banks. At December 31, 1999, the Company and
certain  subsidiaries  had credit  facilities with various banks in an aggregate
amount of $1.5 billion.  The credit facilities may be used for general corporate
purposes and also to provide backup for the Company's commercial paper programs.

Long-term debt

The  components  of debt as of December  31, 1999 and  December  31, 1998 are as
follows (in millions):

<TABLE>
<CAPTION>
                                                                                      December 31
                                                                                 1999           1998
                                                                             ------------------------------

<S>   <C>                               <C>                                       <C>            <C>
      7.875% surplus notes payable, due 2024                                      $199           199
      8% surplus notes payable, due 2044                                            99            99
      Non-recourse mortgages and notes payable                                     335           214
      Other mortgages and notes payable                                            201           159
                                                                             ==============================
      Total long-term debt                                                        $834          $671
                                                                             ==============================
</TABLE>

The amounts  included above are net of the discount and direct costs  associated
with  issuing  these  notes  which are being  amortized  to  expense  over their
respective terms using the interest method.




                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




8. Debt (continued)

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.  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, 1999,
1998 and 1997,  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, 1999 range
from $1 million to $38 million per  development  with interest  rates  generally
ranging  from 6.4% to 9.3%.  Outstanding  principal  balances as of December 31,
1998 range from $1 million to $39 million per  development  with interest  rates
generally ranging from 6.6% to 9.3%.

At  December  31,  1999,  future  annual  maturities  of debt are as follows (in
millions):

   2000                                                              $124
   2001                                                                72
   2002                                                                19
   2003                                                                12
   2004                                                                12
   Thereafter                                                         595
                                                                  ----------
                                                                  ==========
   Total future maturities of debt                                   $834
                                                                  ==========

Cash paid for interest for 1999, 1998 and 1997 was $96 million,  $97 million and
$67 million,  respectively.  These amounts include interest paid on taxes during
these years.




                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




9. Income Taxes

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

<TABLE>
<CAPTION>
                                                                          Year ended December 31
                                                                    1999          1998          1997
                                                                ------------------------------------------
<S>                                                                 <C>           <C>             <C>
   Current income taxes:
     Federal                                                        $  84         $ (80)          $144
     State and foreign                                                 13            10              3
     Net realized capital gains                                       162           107             11
                                                                ------------------------------------------
   Total current income taxes                                         259            37            158
   Deferred income taxes                                               64             7             83
                                                                ==========================================
   Total income taxes                                                $323           $44           $241
                                                                ==========================================
</TABLE>

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:

<TABLE>
<CAPTION>
                                                                         Year ended December 31
                                                                    1999          1998          1997
                                                                ------------------------------------------

<S>                                                                  <C>           <C>           <C>
   Statutory corporate tax rate                                      35%           35%           35%
   Dividends received deduction                                      (3)           (4)           (2)
   Interest exclusion from taxable income                             -            (1)           (1)
   Resolution of prior year tax issues                                -           (20)            -
   Other                                                             (3)           (4)            3
                                                                ------------------------------------------
   Effective tax rate                                                29%            6%           35%
                                                                ==========================================
</TABLE>

Significant components of the Company's net deferred income taxes are as follows
(in millions):

<TABLE>
<CAPTION>
                                                                                      December 31
                                                                                  1999           1998
                                                                              -----------------------------
<S>                                                                               <C>           <C>
   Deferred income tax assets (liabilities):
     Insurance liabilities                                                        $ 138         $ 117
     Deferred policy acquisition costs                                             (149)         (111)
     Net unrealized losses (gains) on available for sale
       securities                                                                    88          (381)
     Mortgage loan servicing rights                                                (210)         (111)
     Other                                                                          (26)          (11)
                                                                              =============================
                                                                                  $(159)        $(497)
                                                                              =============================
</TABLE>




                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




9. Income Taxes (continued)

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 $270  million in 1999,  $309 million in 1998 and
$143 million in 1997.


10. 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.




                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




10. Employee and Agent Benefits (continued)

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
                                                 Pension Benefits                          Benefits
                                          ----------------------------------    ------------------------------
                                                     December 31                         December 31
                                            1999        1998        1997          1999      1998       1997
                                          ---------- ----------- -----------    --------- ---------- ---------
<S>                                        <C>          <C>         <C>           <C>       <C>       <C>
   Change in benefit obligation
   Benefit obligation at beginning of      $  (827)     $(700)      $(732)        $(206)    $(214)    $(218)
     year
   Service cost                                (42)       (34)        (41)          (11)      (12)      (12)
   Interest cost                               (55)       (50)        (52)          (14)      (15)      (16)
   Actuarial gain (loss)                       163        (79)        101            (3)       20        19
   Curtailment adjustment                        -          -           7             -         -         -
   Benefits paid                                29         36          17             6        15        13
                                          ========== =========== ===========    ========= ========== =========
   Benefit obligation at end of year       $  (732)     $(827)      $(700)        $(228)    $(206)    $(214)
                                          ========== =========== ===========    ========= ========== =========

   Change in plan assets
   Fair value of plan assets at
     beginning of year                     $   993      $ 980       $ 841         $ 326     $ 300     $ 247
   Actual return on plan assets                 90         23         130             5        15        41
   Employer contribution                         6         26          26            21        26        25
   Benefits paid                               (29)       (36)        (17)           (6)      (15)      (13)
                                          ---------- ----------- -----------    --------- ---------- ---------
   Fair value of plan assets at end of      $1,060      $ 993       $ 980         $ 346     $ 326     $ 300
     year
                                          ========== =========== ===========    ========= ========== =========

   Funded status                           $   328      $ 166       $ 280         $ 118     $ 120     $  86
   Unrecognized net actuarial gain            (216)       (38)       (182)          (46)      (71)      (53)
   Unrecognized prior service cost              11         12          14             -         -         -
   Unamortized transition obligation           (26)       (37)        (49)            4         8        12
     (asset)
                                          ========== =========== ===========    ========= ========== =========
   Prepaid benefit cost                    $    97      $ 103       $  63         $  76     $  57     $  45
                                          ========== =========== ===========    ========= ========== =========

   Weighted-average assumptions as of
   December 31
   Discount rate                            8.00%       6.75%       7.25%         8.00%      6.75%     7.25%
</TABLE>




                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




10. Employee and Agent Benefits (continued)

<TABLE>
<CAPTION>
                                                                                     Other Postretirement
                                                   Pension Benefits                         Benefits
                                          ----------------------------------    ------------------------------
                                                     December 31                         December 31
                                            1999        1998        1997          1999      1998       1997
                                          ---------- ----------- -----------    --------- ---------- ---------
<S>                                       <C>           <C>         <C>           <C>       <C>        <C>
  Components of net periodic benefit
  cost
   Service cost                           $     42      $  34       $  41         $  11     $  12      $  12
   Interest cost                                55         50          52            14        15         16
   Expected return on plan assets              (76)       (75)        (80)          (24)      (16)       (16)
   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            (2)       (1)         -
                                          ---------- ----------- -----------    --------- ---------- ---------
   Net periodic benefit cost (income)     $     11      $  (9)     $    5        $    3     $  14      $  16
                                          ========== =========== ===========    ========= ========== =========
</TABLE>

For 1999,  1998 and 1997, the expected  long-term rates of return on plan assets
for  pension  benefits  were  approximately  5% in each of  these  years  (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% in each of the years 1999,  1998 and 1997. The assumed
rate of  increase  in  future  compensation  levels  varies  by age for both the
qualified and non-qualified pension plans.

For 1999,  1998 and 1997, the expected  long-term rates of return on plan assets
for other post-retirement  benefits were approximately 5% in each of these years
(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  8.0%,  8.1% and 8.2% for 1999,  1998 and 1997,
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 14.1% in 1999 and declines to an
ultimate  rate of 6% in 2009.  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):

<TABLE>
<CAPTION>
                                                                1-Percentage-Point     1-Percentage-Point
                                                                     Increase               Decrease
                                                               ---------------------- ---------------------
<S>                                                                    <C>                  <C>
   Effect on total of service and interest cost components
                                                                       $  8                 $  (6)
   Effect on accumulated postretirement benefit obligation
                                                                         41                   (33)
</TABLE>




                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




10. Employee and Agent Benefits (continued)

In  addition,  the  Company has defined  contribution  plans that are  generally
available  to all  employees  and  agents  who  are  age 21 or  older.  Eligible
participants  may  contribute up to 20% of their  compensation,  to a maximum of
$10,000 annually, to the plans in 1999 and 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. 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 both 1999 and
1998, and $15 million in 1997 to these defined contribution plans.


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  $357  million in 1999,  $362
million in 1998 and $344 million in 1997. At December 31, 1999,  future  minimum
annual rental  commitments  under these  noncancelable  operating  leases are as
follows (in millions):

<TABLE>
<CAPTION>
                                                        Held for Sale     Held for        Total Rental
                                                                         Investment        Commitments
                                                        ---------------------------------------------------

<S>                                                        <C>             <C>                <C>
   2000                                                    $  96           $   150            $   246
   2001                                                       87               137                224
   2002                                                       67               127                194
   2003                                                       53               117                170
   2004                                                       41               105                146
   Thereafter                                                180               796                976
                                                        ===================================================
   Total future minimum lease receipts                      $524            $1,432             $1,956
                                                        ===================================================
</TABLE>


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 $73 million in 1999, $60
million in 1998 and $84 million in 1997.  At December 31, 1999,  future  minimum
annual rental  commitments  under these  noncancelable  operating  leases are as
follows (in millions):




                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




11. Other Commitments and Contingencies (continued)

<TABLE>
<S>                                                                                               <C>
   2000                                                                                           $  43
   2001                                                                                              32
   2002                                                                                              23
   2003                                                                                              16
   2004                                                                                               9
   Thereafter                                                                                         9
                                                                                                -----------
                                                                                                    132
   Less future sublease rental income on these noncancelable leases                                   3
                                                                                                ===========
   Total future minimum lease payments                                                             $129
                                                                                                ===========
</TABLE>

The Company is a plaintiff or defendant in actions  arising out of its insurance
business  and  investment  operations.  The Company is, from time to time,  also
involved  in various  governmental  and  administrative  proceedings.  While the
outcome of any pending or future litigation cannot be predicted, management does
not believe that any pending  litigation will have a material  adverse effect on
the Company's business,  financial condition or results of operations.  However,
no  assurances  can be given  that  such  litigation  would not  materially  and
adversely  affect the  Company's  business,  financial  condition  or results of
operations.

Other companies in the life insurance industry have historically been subject to
substantial  litigation  resulting from claims disputes and other matters.  Most
recently,  such companies have faced extensive  claims,  including  class-action
lawsuits,   alleging   improper  life  insurance  sales  practices.   Negotiated
settlements of such class-action  lawsuits have had a material adverse effect on
the business,  financial condition and results of operations of certain of these
companies.  The Company is currently a defendant in two  purported  class-action
lawsuits  which allege  improper life  insurance  sales  practices.  The Company
believes  the claims are without  merit and intends to  vigorously  contest such
suits. However, there can be no assurance that such sales practice litigation or
any future  similar  litigation  will not have a material  adverse effect on the
Company's business, financial condition or results of operations.

The Company is also subject to insurance guaranty laws in the states in which it
writes business.  These laws provide for assessments against insurance companies
for the benefit of  policyholders  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.  The Company  believes  such
assessments  in excess  of  amounts  accrued  would not  materially  affect  its
financial condition or results of operations.




                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




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 policyholder 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
excluding  equity  investments in  subsidiaries,  cash and cash  equivalents and
accrued  investment  income  in  the  accompanying  consolidated  statements  of
financial position approximate their carrying amounts.

Mortgage  servicing  rights  represent the present value of estimated future net
revenues  from  contractually  specified  servicing  fees.  The fair  value  was
estimated with a valuation  model using current  prepayment  speeds and a market
discount rate.




                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




12. Fair Value of Financial Instruments (continued)

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  policyholder  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, 1999 and 1998, are as follows (in millions):

<TABLE>
<CAPTION>
                                                             1999                         1998
                                                  ---------------------------  ----------------------------
                                                     Carrying       Fair         Carrying        Fair
                                                      Amount        Value         Amount         Value
                                                  ---------------------------  ----------------------------
<S>                                                   <C>           <C>            <C>          <C>
   Assets (liabilities)

   Fixed maturities (see Note 3)                      $21,660       $21,660        $21,006      $21,006
   Equity securities (see Note 3)                         864           864          1,102        1,102
   Mortgage loans                                      12,296        12,155         12,091       12,711
   Policy loans                                            28            28             25           25
   Other investments                                      465           465            198          198
   Cash and cash equivalents                              362           362            461          461
   Accrued investment income                              408           408            375          375
   Financial instruments included in Closed
     Block (see Note 5)                                 3,658         3,649          3,587        3,652
   Mortgage servicing rights                            1,081         1,288            778          821
   Investment-type insurance contracts                (23,563)      (23,068)       (22,127)     (21,606)
   Short-term debt                                          -             -           (200)        (200)
   Long-term debt                                         834           790           (671)        (708)
</TABLE>




                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




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 upon formal adoption by
Iowa regulatory  authorities.  If adopted as proposed effective January 1, 2001,
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, 1999, the Company meets the RBC requirements.

Under Iowa law,  the  Company  may pay  dividends  only from the earned  surplus
arising  from its  business  and must  receive  the prior  approval  of the Iowa
Commissioner to pay a dividend if such a dividend would exceed certain statutory
limitations.  The  current  statutory  limitation  is the  greater of 10% of the
Company's policyholder surplus as of the preceding year end or the net gain from
operations  from the previous  calendar year.  Based on this limitation and 1999
statutory results, the Company could pay approximately $539 million in dividends
in 2000  without  exceeding  the  statutory  limitation.  In 1999,  the  Company
notified the Iowa  Commissioner in advance of all dividend payments and received
approval for an extraordinary  dividend of $250 million. Total dividends paid to
its parent  company in 1999 were $509 million.  Dividends were composed of cash,
other assets and the net assets of the Company's  subsidiary,  Princor Financial
Services  Corporation.  The distribution of the Company's  investment in Princor
Financial Services  Corporation was recorded at fair market value of $77 million
and resulted in a gain of $56 million for a subsidiary of the Company.




                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




13. Statutory Insurance Financial Information (continued)

The  following  summary  reconciles  the assets and equity at December 31, 1999,
1998 and 1997,  and net income for the years ended  December 31, 1999,  1998 and
1997, 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        Net
                                                                     Assets         Equity          Income
                                                                  ------------------------------------------
                                                                  ------------------------------------------
<S>                                                                  <C>           <C>               <C>
   December 31, 1999
   As reported in accordance with statutory accounting practices
     - unconsolidated                                                $76,018       $3,152            $714
   Additions (deductions):
     Unrealized loss on fixed maturities available-for-sale             (357)        (357)              -
     Other investment adjustments                                      2,088          995              10
     Adjustments to insurance reserves and dividends                    (125)        (236)             15
     Deferral of policy acquisition costs                              1,409        1,409              68
     Surplus note reclassification as debt                                 -         (298)              -
     Provision for deferred federal income taxes and other tax
       reclassifications                                                   -           33              18
     Other - net                                                         277          253             (15)
                                                                  ------------------------------------------
   As reported in these consolidated GAAP financial statements       $79,310       $4,951            $810
                                                                  ==========================================

   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
                                                                  ==========================================
</TABLE>



                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




14. Non-domestic Operations

The Company's non-U.S.  operations offer a variety of asset management and asset
accumulation products and services for businesses,  groups and individuals, with
a focus on retirement savings.

The  change  in net  foreign  currency  translation  reflects  decreases  of $31
million,  $18 million and $2 million for the years ended December 31, 1999, 1998
and 1997, respectively.  Aggregate foreign exchange transaction gains and losses
were not material for the years ended  December 31, 1999,  1998 and 1997.  Total
revenues by geographic region are as follows (in millions):

<TABLE>
<CAPTION>
                                                                          Year ended December 31
                                                                    1999          1998          1997
                                                                ------------------------------------------

<S>                                                                 <C>            <C>           <C>
   Domestic (United States)                                         $7,252         $7,449        $8,547
   Non-domestic                                                        272            237           115
                                                                ------------------------------------------
   Total revenues                                                   $7,524         $7,686        $8,662
                                                                ==========================================
</TABLE>

Total assets by geographic region are as follows (in millions):

<TABLE>
<CAPTION>
                                                                                      December 31
                                                                                  1999           1998
                                                                              -----------------------------

<S>                                                                                <C>          <C>
   Domestic (United States)                                                        $77,856      $72,704
   Non-domestic                                                                      1,454        1,239
                                                                              =============================
   Total assets                                                                    $79,310      $73,943
                                                                              =============================
</TABLE>


15. Year 2000 (Unaudited)

As of January 31, 2000, virtually all of the Company's major technology systems,
processes,  and  infrastructure,  including  those  which  rely on  third  party
vendors,  appear to be  operating  smoothly  following  the rollover to the Year
2000.  The  Company  has  experienced  no  significant  interruptions  to normal
business  operations,  including  the  processing  of customer  account data and
transactions. The Company will continue its Year 2000 vigilance into early 2001.

The total cost for the project was  approximately  $24 million through  December
31, 1999, with the costs expensed as incurred.  Any additional costs to complete
activities related to internal processes,  external  relationships,  contingency
plans and to maintain Year 2000 readiness are not expected to be material.



<PAGE>



                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




15. Year 2000 (Unaudited) (continued)

Based on the performance of its major technology  systems to date, ongoing plans
to deal with external  relationships and contingency plans, the Company believes
that in the worst  case  scenario  it will  experience,  at most,  isolated  and
insignificant disruptions of business processes as a result of Year 2000 issues.
Such  disruptions  are not expected to have a material  effect on the  Company's
future results of operations, liquidity or financial condition.








                                  APPENDIX - A

SAMPLE ILLUSTRATIONS OF POLICY VALUES, SURRENDER VALUES AND DEATH BENEFITS

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
non-smoker,  Preferred  class.  Illustrations  for younger  males or for females
would be more favorable than those presented.  Illustrations  for older males or
smokers would be less favorable.
o    Illustrations 1 and 3 reflect current  administrative and cost of insurance
     charges.
o    Illustrations 2, 4, 5 and 6 reflect the guaranteed  maximum  administration
     and  cost  of  insurance  charges.  (Illustrations  5  and  6  reflect  the
     guaranteed charges for Policies applied for in Texas only.)

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    contingent deferred sales load that may be deducted if the Policy was fully
     surrendered or if it 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,  1999.  The Manager of certain  Investment  Accounts has agreed to
reimburse  operating expenses,  if necessary,  to limit total operating expenses
for those  Investment  Accounts  during the year ending  December 31, 2000. More
information  about the expense  reimbursements  can be found in the prospectuses
for the  underlying  mutual fund which  accompany this  prospectus.  There is no
assurance that the fee  reimbursement  program will continue beyond 2000. 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 target 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
insured's 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 of 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  Investment  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).


                        PRINCIPAL LIFE INSURANCE COMPANY
                                  PRINFLEX LIFE
                        MALE AGE 45 PREFERRED NON-SMOKER
                            ASSUMING CURRENT CHARGES
                                  (All States)
Illustration 1                                     Initial Face Amount $250,000
PLANNED PREMIUM $4,000                                   Death Benefit Option 1
- -------------------------------------------------------------------------------
                                         Death Benefit (2)
                                    Assuming Hypothetical Gross
                                    Annual Investment Return of
                               ----------------------------------------
    End of      Accumulated       0%             6%            12%
     Year       Premiums (1)   (-.79% Net)   (5.21% Net)   (11.21% Net)
    ------      -----------    -----------   -----------   ------------
      1           $4,200        $250,000      $250,000       $250,000
      2            8,610         250,000       250,000        250,000
      3           13,241         250,000       250,000        250,000
      4           18,103         250,000       250,000        250,000
      5           23,208         250,000       250,000        250,000
      6           28,568         250,000       250,000        250,000
      7           34,196         250,000       250,000        250,000
      8           40,106         250,000       250,000        250,000
      9           46,312         250,000       250,000        250,000
     10           52,827         250,000       250,000        250,000
     11           59,669         250,000       250,000        250,000
     12           66,852         250,000       250,000        250,000
     13           74,395         250,000       250,000        250,000
     14           82,314         250,000       250,000        250,000
     15           90,630         250,000       250,000        250,000
     20          138,877         250,000       250,000        250,000
     25          200,454         250,000       250,000        421,691
     30          279,043         250,000       250,000        673,459

                                       Accumulated Value (2)
                                   Assuming Hypothetical Gross
                                   Annual Investment Return of
                               -------------------------------------
    End of      Accumulated           0%          6%         12%
     Year       Premiums (1)   (-.79% Net)  (5.21% Net) (11.21% Net)
    ------      -----------    ----------   ----------  ------------
      1           $4,200          $2,963       $3,163       $3,364
      2            8,610           5,856        6,441        7,051
      3           13,241           8,651        9,810       11,066
      4           18,103          11,373       13,298       15,469
      5           23,208          14,023       16,910       20,301
      6           28,568          16,595       20,647       25,600
      7           34,196          19,088       24,511       31,416
      8           40,106          21,487       28,495       37,790
      9           46,312          23,780       32,590       44,770
     10           52,827          26,129       37,032       52,750
     11           59,669          28,480       41,739       61,679
     12           66,852          30,772       46,658       71,591
     13           74,395          33,011       51,810       82,610
     14           82,314          35,222       57,229       94,885
     15           90,630          37,332       62,865      108,510
     20          138,877          45,855       94,412      203,310
     25          200,454          49,928      132,805      363,527
     30          279,043          44,981      179,949      629,401

                                           Surrender Value (2)
                                      Assuming Hypothetical Gross
                                       Annual Investment Return of
                                 --------------------------------------
   End of       Accumulated           0%          6%          12%
    Year         Premiums (1)    (-.79% Net)  (5.21% Net)  (11.21% Net)
   ------       ------------     -----------  -----------  ------------
      1           $4,200            $1,115      $1,315         $1,515
      2            8,610             3,581       4,166          4,776
      3           13,241             4,520       5,679          6,935
      4           18,103             7,242       9,167         11,338
      5           23,208             9,892      12,780         16,170
      6           28,568            12,661      16,713         21,666
      7           34,196            15,547      20,971         27,876
      8           40,106            18,537      25,544         34,839
      9           46,312            21,617      30,426         42,606
     10           52,827            24,949      35,852         51,570
     11           59,669            28,480      41,739         61,679
     12           66,852            30,772      46,658         71,591
     13           74,395            33,011      51,810         82,610
     14           82,314            35,222      57,229         94,885
     15           90,630            37,332      62,865        108,510
     20          138,877            45,855      94,412        203,310
     25          200,454            49,928     132,805        363,527
     30          279,043            44,981     179,949        629,401

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

(2) Assumes no policy loan has been made.

The death benefit, accumulated value and surrender value will differ if premiums
are  paid in  different  amounts  or  frequencies.  It is  emphasized  that  the
hypothetical  investment  results are illustrative only and should not be deemed
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.
<PAGE>
                        PRINCIPAL LIFE INSURANCE COMPANY
                                  PRINFLEX LIFE
                        MALE AGE 45 PREFERRED NON-SMOKER
                           ASSUMING GUARANTEED CHARGES
                            (All States except Texas)
Illustration 2                                     Initial Face Amount $250,000
PLANNED PREMIUM $4,000                                   Death Benefit Option 1
- -------------------------------------------------------------------------------
                                         Death Benefit (2)
                                    Assuming Hypothetical Gross
                                    Annual Investment Return of
                               ----------------------------------------
    End of      Accumulated       0%             6%            12%
     Year       Premiums (1)   (-.79% Net)   (5.21% Net)   (11.21% Net)
    ------      -----------    -----------   -----------   ------------
      1           $4,200        $250,000       $250,000      $250,000
      2            8,610         250,000        250,000       250,000
      3           13,241         250,000        250,000       250,000
      4           18,103         250,000        250,000       250,000
      5           23,208         250,000        250,000       250,000
      6           28,568         250,000        250,000       250,000
      7           34,196         250,000        250,000       250,000
      8           40,106         250,000        250,000       250,000
      9           46,312         250,000        250,000       250,000
     10           52,827         250,000        250,000       250,000
     11           59,669         250,000        250,000       250,000
     12           66,852         250,000        250,000       250,000
     13           74,395         250,000        250,000       250,000
     14           82,314         250,000        250,000       250,000
     15           90,630         250,000        250,000       250,000
     20          138,877         250,000        250,000       250,000
     25          200,454         250,000        250,000       345,557
     30          279,043             -          250,000       549,742

                                       Accumulated Value (2)
                                   Assuming Hypothetical Gross
                                   Annual Investment Return of
                               -------------------------------------
    End of      Accumulated           0%          6%         12%
     Year       Premiums (1)   (-.79% Net)  (5.21% Net) (11.21% Net)
    ------      -----------    ----------   ----------  ------------
      1           $4,200          $2,709      $2,902        $3,094
      2            8,610           5,345       5,898         6,476
      3           13,241           7,874       8,961        10,142
      4           18,103          10,293      12,087        14,116
      5           23,208          12,597      15,275        18,427
      6           28,568          14,778      18,518        23,103
      7           34,196          16,825      21,806        28,174
      8           40,106          18,726      25,131        33,669
      9           46,312          20,466      28,478        39,625
     10           52,827          22,177      32,042        46,379
     11           59,669          23,811      35,749        53,878
     12           66,852          25,254      39,488        62,094
     13           74,395          26,498      43,258        71,118
     14           82,314          27,524      47,046        81,046
     15           90,630          28,304      50,836        91,986
     20          138,877          27,370      69,052       167,300
     25          200,454          13,836      83,246       297,894
     30          279,043             -        86,301       513,777

                                           Surrender Value (2)
                                      Assuming Hypothetical Gross
                                       Annual Investment Return of
                                 --------------------------------------
   End of       Accumulated           0%          6%          12%
    Year         Premiums (1)    (-.79% Net)  (5.21% Net)  (11.21% Net)
   ------       ------------     -----------  -----------  ------------
      1           $4,200             $861        $1,053        $1,246
      2            8,610            3,069         3,623         4,200
      3           13,241            3,743         4,830         6,011
      4           18,103            6,162         7,957         9,985
      5           23,208            8,466        11,144        14,297
      6           28,568           10,844        14,583        19,169
      7           34,196           13,285        18,266        24,633
      8           40,106           15,776        22,180        30,719
      9           46,312           18,303        26,314        37,462
     10           52,827           20,997        30,862        45,199
     11           59,669           23,811        35,749        53,878
     12           66,852           25,254        39,488        62,094
     13           74,395           26,498        43,258        71,118
     14           82,314           27,524        47,046        81,046
     15           90,630           28,304        50,836        91,986
     20          138,877           27,370        69,052       167,300
     25          200,454           13,836        83,246       297,894
     30          279,043              -          86,301       513,777

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

(2) Assumes no policy loan has been made.

The death benefit, accumulated value and surrender value will differ if premiums
are  paid in  different  amounts  or  frequencies.  It is  emphasized  that  the
hypothetical  investment  results are illustrative only and should not be deemed
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.
<PAGE>
                        PRINCIPAL LIFE INSURANCE COMPANY
                                  PRINFLEX LIFE
                        MALE AGE 45 PREFERRED NON-SMOKER
                            ASSUMING CURRENT CHARGES
                                  (All States)
Illustration 3                                     Initial Face Amount $250,000
PLANNED PREMIUM $4,000                                   Death Benefit Option 2
- -------------------------------------------------------------------------------
                                         Death Benefit (2)
                                    Assuming Hypothetical Gross
                                    Annual Investment Return of
                               ----------------------------------------
    End of      Accumulated       0%             6%            12%
     Year       Premiums (1)   (-.79% Net)   (5.21% Net)   (11.21% Net)
    ------      -----------    -----------   -----------   ------------
      1           $4,200        $252,954       $253,154       $253,354
      2            8,610         255,830        256,412        257,019
      3           13,241         258,597        259,748        260,995
      4           18,103         261,282        263,189        265,339
      5           23,208         263,884        266,738        270,087
      6           28,568         266,398        270,392        275,272
      7           34,196         268,820        274,151        280,935
      8           40,106         271,135        278,002        287,105
      9           46,312         273,328        281,931        293,817
     10           52,827         275,555        286,163        301,441
     11           59,669         277,763        290,611        309,908
     12           66,852         279,894        295,222        319,242
     13           74,395         281,957        300,013        329,546
     14           82,314         283,978        305,020        340,952
     15           90,630         285,872        310,164        353,490
     20          138,877         292,770        337,414        437,131
     25          200,454         293,976        365,958        570,517
     30          279,043         284,116        389,639        779,960

                                       Accumulated Value (2)
                                   Assuming Hypothetical Gross
                                   Annual Investment Return of
                               -------------------------------------
    End of      Accumulated           0%          6%         12%
     Year       Premiums (1)   (-.79% Net)  (5.21% Net) (11.21% Net)
    ------      -----------    ----------   ----------  ------------
      1           $4,200        $2,954        $3,154        $3,354
      2            8,610         5,830         6,412         7,019
      3           13,241         8,597         9,748        10,995
      4           18,103        11,282        13,189        15,339
      5           23,208        13,884        16,738        20,087
      6           28,568        16,398        20,392        25,272
      7           34,196        18,820        24,151        30,935
      8           40,106        21,135        28,002        37,105
      9           46,312        23,328        31,931        43,817
     10           52,827        25,555        36,163        51,441
     11           59,669        27,763        40,611        59,908
     12           66,852        29,894        45,222        69,242
     13           74,395        31,957        50,013        79,546
     14           82,314        33,978        55,020        90,952
     15           90,630        35,872        60,164       103,490
     20          138,877        42,770        87,414       187,131
     25          200,454        43,976       115,958       320,517
     30          279,043        34,116       139,639       529,960

                                           Surrender Value (2)
                                      Assuming Hypothetical Gross
                                       Annual Investment Return of
                                 --------------------------------------
   End of       Accumulated           0%          6%            12%
    Year         Premiums (1)    (-.79% Net)  (5.21% Net)  (11.21% Net)
   ------       ------------     -----------  -----------  ------------
      1           $4,200            $1,106      $1,305         $1,505
      2            8,610             2,883       3,465          4,073
      3           13,241             4,466       5,617          6,864
      4           18,103             7,151       9,058         11,209
      5           23,208             9,754      12,607         15,957
      6           28,568            12,464      16,457         21,338
      7           34,196            15,280      20,610         27,394
      8           40,106            18,185      25,051         34,154
      9           46,312            21,164      29,768         41,653
     10           52,827            24,375      34,983         50,261
     11           59,669            27,763      40,611         59,908
     12           66,852            29,894      45,222         69,242
     13           74,395            31,957      50,013         79,546
     14           82,314            33,978      55,020         90,952
     15           90,630            35,872      60,164        103,490
     20          138,877            42,770      87,414        187,131
     25          200,454            43,976     115,958        320,517
     30          279,043            34,116     139,639        529,960

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

(2) Assumes no policy loan has been made.

The death benefit, accumulated value and surrender value will differ if premiums
are  paid in  different  amounts  or  frequencies.  It is  emphasized  that  the
hypothetical  investment  results are illustrative only and should not be deemed
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.
<PAGE>
                        PRINCIPAL LIFE INSURANCE COMPANY
                                  PRINFLEX LIFE
                        MALE AGE 45 PREFERRED NON-SMOKER
                           ASSUMING GUARANTEED CHARGES
                            (All States Except Texas)
Illustration 4                                     Initial Face Amount $250,000
PLANNED PREMIUM $4,000                                   Death Benefit Option 2
- -------------------------------------------------------------------------------
                                         Death Benefit (2)
                                    Assuming Hypothetical Gross
                                    Annual Investment Return of
                               ----------------------------------------
    End of      Accumulated       0%             6%            12%
     Year       Premiums (1)   (-.79% Net)   (5.21% Net)   (11.21% Net)
    ------      -----------    -----------   -----------   ------------
      1           $4,200        $252,698       $252,890      $253,081
      2            8,610         255,312        255,862       256,436
      3           13,241         257,808        258,885       260,054
      4           18,103         260,180        261,952       263,955
      5           23,208         262,423        265,059       268,160
      6           28,568         264,528        268,194       272,687
      7           34,196         266,481        271,342       277,553
      8           40,106         268,268        274,488       282,773
      9           46,312         269,872        277,609       288,365
     10           52,827         271,416        280,886       294,629
     11           59,669         272,854        284,233       301,487
     12           66,852         274,069        287,531       308,872
     13           74,395         275,050        290,763       316,828
     14           82,314         275,775        293,901       325,390
     15           90,630         276,215        296,907       334,592
     20          138,877         272,930        308,282       391,360
     25          200,454         256,481        307,430       469,028
     30          279,043             -          280,842       570,263

                                       Accumulated Value (2)
                                   Assuming Hypothetical Gross
                                   Annual Investment Return of
                               -------------------------------------
    End of      Accumulated           0%          6%         12%
     Year       Premiums (1)   (-.79% Net)  (5.21% Net) (11.21% Net)
    ------      -----------    ----------   ----------  ------------
      1           $4,200          $2,698       $2,890       $3,081
      2            8,610           5,312        5,862        6,436
      3           13,241           7,808        8,885       10,054
      4           18,103          10,180       11,952       13,955
      5           23,208          12,423       15,059       18,160
      6           28,568          14,528       18,194       22,687
      7           34,196          16,481       21,342       27,553
      8           40,106          18,268       24,488       32,773
      9           46,312          19,872       27,609       38,365
     10           52,827          21,416       30,886       44,629
     11           59,669          22,854       34,233       51,487
     12           66,852          24,069       37,531       58,872
     13           74,395          25,050       40,763       66,828
     14           82,314          25,775       43,901       75,390
     15           90,630          26,215       46,907       84,592
     20          138,877          22,930       58,282      141,360
     25          200,454           6,481       57,430      219,028
     30          279,043             -         30,842      320,263

                                           Surrender Value (2)
                                      Assuming Hypothetical Gross
                                       Annual Investment Return of
                                 --------------------------------------
   End of       Accumulated          0%           6%           12%
    Year         Premiums (1)    (-.79% Net)  (5.21% Net)  (11.21% Net)
   ------       ------------     -----------  -----------  ------------
      1           $4,200              $850      $1,041        $1,233
      2            8,610             2,365       2,915         3,489
      3           13,241             3,677       4,754         5,923
      4           18,103             6,049       7,821         9,824
      5           23,208             8,293      10,928        14,029
      6           28,568            10,594      14,260        18,753
      7           34,196            12,941      17,802        24,012
      8           40,106            15,317      21,537        29,823
      9           46,312            17,708      25,445        36,201
     10           52,827            20,236      29,706        43,449
     11           59,669            22,854      34,233        51,487
     12           66,852            24,069      37,531        58,872
     13           74,395            25,050      40,763        66,828
     14           82,314            25,775      43,901        75,390
     15           90,630            26,215      46,907        84,592
     20          138,877            22,930      58,282       141,360
     25          200,454             6,481      57,430       219,028
     30          279,043               -        30,842       320,263

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

(2) Assumes no policy loan has been made.

The death benefit, accumulated value and surrender value will differ if premiums
are  paid in  different  amounts  or  frequencies.  It is  emphasized  that  the
hypothetical  investment  results are illustrative only and should not be deemed
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.
<PAGE>
                        PRINCIPAL LIFE INSURANCE COMPANY
                                  PRINFLEX LIFE
                        MALE AGE 45 PREFERRED NON-SMOKER
                           ASSUMING GUARANTEED CHARGES
                                  (Texas Only)
Illustration 5                                     Initial Face Amount $250,000
PLANNED PREMIUM $4,000                                   Death Benefit Option 1
- -------------------------------------------------------------------------------
                                         Death Benefit (2)
                                    Assuming Hypothetical Gross
                                    Annual Investment Return of
                               ----------------------------------------
    End of      Accumulated       0%             6%            12%
     Year       Premiums (1)   (-.79% Net)   (5.21% Net)   (11.21% Net)
    ------      -----------    -----------   -----------   ------------
      1           $4,200        $250,000       $250,000      $250,000
      2            8,610         250,000        250,000       250,000
      3           13,241         250,000        250,000       250,000
      4           18,103         250,000        250,000       250,000
      5           23,208         250,000        250,000       250,000
      6           28,568         250,000        250,000       250,000
      7           34,196         250,000        250,000       250,000
      8           40,106         250,000        250,000       250,000
      9           46,312         250,000        250,000       250,000
     10           52,827         250,000        250,000       250,000
     11           59,669         250,000        250,000       250,000
     12           66,852         250,000        250,000       250,000
     13           74,395         250,000        250,000       250,000
     14           82,314         250,000        250,000       250,000
     15           90,630         250,000        250,000       250,000
     20          138,877         250,000        250,000       250,000
     25          200,454         250,000        250,000       345,612
     30          279,043             -          250,000       549,872

                                       Accumulated Value (2)
                                   Assuming Hypothetical Gross
                                   Annual Investment Return of
                               -------------------------------------
    End of      Accumulated           0%          6%         12%
     Year       Premiums (1)   (-.79% Net)  (5.21% Net) (11.21% Net)
    ------      -----------    ----------   ----------  ------------
      1           $4,200          $2,709       $2,902       $3,094
      2            8,610           5,345        5,898        6,476
      3           13,241           7,874        8,961       10,142
      4           18,103          10,293       12,087       14,116
      5           23,208          12,597       15,275       18,427
      6           28,568          14,778       18,518       23,103
      7           34,196          16,825       21,806       28,174
      8           40,106          18,726       25,131       33,669
      9           46,312          20,466       28,478       39,625
     10           52,827          22,177       32,042       46,379
     11           59,669          23,811       35,749       53,878
     12           66,852          25,254       39,488       62,094
     13           74,395          26,498       43,258       71,118
     14           82,314          27,524       47,046       81,046
     15           90,630          28,306       50,838       91,987
     20          138,877          27,392       69,074      167,316
     25          200,454          13,933       83,340      297,942
     30          279,043             -         86,625      513,899

                                           Surrender Value (2)
                                      Assuming Hypothetical Gross
                                       Annual Investment Return of
                                 --------------------------------------
   End of       Accumulated          0%           6%           12%
    Year         Premiums (1)    (-.79% Net)  (5.21% Net)  (11.21% Net)
   ------       ------------     -----------  -----------  ------------
      1           $4,200             $861       $1,053        $1,246
      2            8,610            3,071        3,624         4,202
      3           13,241            3,743        4,830         6,011
      4           18,103            6,162        7,957         9,985
      5           23,208            8,466       11,144        14,297
      6           28,568           10,844       14,583        19,169
      7           34,196           13,285       18,266        24,633
      8           40,106           15,776       22,180        30,719
      9           46,312           18,303       26,314        37,462
     10           52,827           20,997       30,862        45,199
     11           59,669           23,811       35,749        53,878
     12           66,852           25,254       39,488        62,094
     13           74,395           26,498       43,258        71,118
     14           82,314           27,524       47,046        81,046
     15           90,630           28,306       50,838        91,987
     20          138,877           27,392       69,074       167,316
     25          200,454           13,933       83,340       297,942
     30          279,043              -         86,625       513,899

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

(2) Assumes no policy loan has been made.

The death benefit, accumulated value and surrender value will differ if premiums
are  paid in  different  amounts  or  frequencies.  It is  emphasized  that  the
hypothetical  investment  results are illustrative only and should not be deemed
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.
<PAGE>
                        PRINCIPAL LIFE INSURANCE COMPANY
                                  PRINFLEX LIFE
                        MALE AGE 45 PREFERRED NON-SMOKER
                           ASSUMING GUARANTEED CHARGES
                                  (Texas Only)
Illustration 6                                     Initial Face Amount $250,000
PLANNED PREMIUM $4,000                                   Death Benefit Option 2
- -------------------------------------------------------------------------------
                                         Death Benefit (2)
                                    Assuming Hypothetical Gross
                                    Annual Investment Return of
                               ----------------------------------------
    End of      Accumulated       0%             6%            12%
     Year       Premiums (1)   (-.79% Net)   (5.21% Net)   (11.21% Net)
    ------      -----------    -----------   -----------   ------------
      1           $4,200        $252,698       $252,890      $253,081
      2            8,610         255,312        255,862       256,436
      3           13,241         257,808        258,885       260,054
      4           18,103         260,180        261,952       263,955
      5           23,208         262,423        265,059       268,160
      6           28,568         264,528        268,194       272,687
      7           34,196         266,481        271,342       277,553
      8           40,106         268,268        274,488       282,773
      9           46,312         269,872        277,609       288,365
     10           52,827         271,416        280,886       294,629
     11           59,669         272,854        284,233       301,487
     12           66,852         274,069        287,531       308,872
     13           74,395         275,050        290,763       316,828
     14           82,314         275,775        293,901       325,390
     15           90,630         276,218        296,909       334,595
     20          138,877         272,954        308,320       391,393
     25          200,454         256,579        307,552       469,180
     30          279,043             -          281,237       570,791

                                       Accumulated Value (2)
                                   Assuming Hypothetical Gross
                                   Annual Investment Return of
                               -------------------------------------
    End of      Accumulated           0%          6%         12%
     Year       Premiums (1)   (-.79% Net)  (5.21% Net) (11.21% Net)
    ------      -----------    ----------   ----------  ------------
      1           $4,200          $2,698       $2,890       $3,081
      2            8,610           5,312        5,862        6,436
      3           13,241           7,808        8,885       10,054
      4           18,103          10,180       11,952       13,955
      5           23,208          12,423       15,059       18,160
      6           28,568          14,528       18,194       22,687
      7           34,196          16,481       21,342       27,553
      8           40,106          18,268       24,488       32,773
      9           46,312          19,872       27,609       38,365
     10           52,827          21,416       30,886       44,629
     11           59,669          22,854       34,233       51,487
     12           66,852          24,069       37,531       58,872
     13           74,395          25,050       40,763       66,828
     14           82,314          25,775       43,901       75,390
     15           90,630          26,218       46,909       84,595
     20          138,877          22,954       58,320      141,393
     25          200,454           6,579       57,552      219,180
     30          279,043             -         31,237      320,791

                                           Surrender Value (2)
                                      Assuming Hypothetical Gross
                                       Annual Investment Return of
                                 --------------------------------------
   End of       Accumulated          0%           6%           12%
    Year         Premiums (1)    (-.79% Net)  (5.21% Net)  (11.21% Net)
   ------       ------------     -----------  -----------  ------------
      1           $4,200             $850       $1,041        $1,233
      2            8,610            2,365        2,915         3,489
      3           13,241            3,677        4,754         5,923
      4           18,103            6,049        7,821         9,824
      5           23,208            8,293       10,928        14,029
      6           28,568           10,594       14,260        18,753
      7           34,196           12,941       17,802        24,012
      8           40,106           15,317       21,537        29,823
      9           46,312           17,708       25,445        36,201
     10           52,827           20,236       29,706        43,449
     11           59,669           22,854       34,233        51,487
     12           66,852           24,069       37,531        58,872
     13           74,395           25,050       40,763        66,828
     14           82,314           25,775       43,901        75,390
     15           90,630           26,218       46,909        84,595
     20          138,877           22,954       58,320       141,393
     25          200,454            6,579       57,552       219,180
     30          279,043              -         31,237       320,791

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

(2) Assumes no policy loan has been made.

The death benefit, accumulated value and surrender value will differ if premiums
are  paid in  different  amounts  or  frequencies.  It is  emphasized  that  the
hypothetical  investment  results are illustrative only and should not be deemed
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>
                                                    APPENDIX B

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

<CAPTION>
  Age*            Male             Female          Unisex           Age*             Male             Female            Unisex

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

  *  Last Birthday
</FN>
</TABLE>






<PAGE>
                          PART II. OTHER INFORMATION


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

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

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

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

<PAGE>
                       CONTENTS OF REGISTRATION STATEMENT



This registration statement comprises the following papers and documents:

     The facing sheet;

     The prospectus, consisting of 113 pages;

     The undertaking to file reports;

     The undertaking pursuant to Rule 484;

     Representations  pursuant  to Section 26 of the  Investment  Company Act of
          1940;

     The signatures;

     Written consents of the following persons:

          G.R. Narber, Esq.(Filed January 8, 1996)

     The following exhibits:

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

1.A(1)         Resolution of Executive Committee of Board of Directors of
               Principal Life Insurance Company establishing the Variable
               Life Separate Account.(*Filed January 8, 1996)

1.A(3)(a)      Distribution Agreement between Princor Financial Services
               Corporation and Principal Life Insurance Company.
               (*Filed January 8, 1996)

1.A(3)(a)(i)   Form of Selling Agreement. (@Filed December 19, 1997)

1.A(3)(b)      Registered Representative Agreement.(*Filed January 8, 1996)

1.A(3)(c)      Schedule of sales commissions.(*Filed January 8, 1996)

1.A(5)(a)      Form of PrinFlex Life Insurance Policy.(**Filed June 5, 1996)

1.A(5)(a)(i)   Cost of Living Increase Rider.(**Filed June 5, 1996)

1.A(5)(a)(ii)  Waiver of Monthly Policy Charge Rider.(**Filed June 5, 1996)

1.A(5)(a)(iii) Waiver of Specified Premium Rider.(**Filed June 5, 1996)

1.A(5)(a)(iv)  Accidental Death Benefit Rider.(*Filed January 8, 1996)

1.A(5)(a)(v)   Children Term Insurance Rider.(**Filed June 5, 1996)

1.A(5)(a)(vi)  Spouse Term Insurance Rider.(**Filed June 5, 1996)

1.A(5)(a)(vii) Change of Insured Rider.(**Filed June 5, 1996)

1.A(5)(a)(viii)Death Benefit Guarantee Rider.(**Filed June 5, 1996)

1.A(5)(a)(ix)  Salary Increase Rider.(**Filed June 5, 1996)

1.A(5)(a)(x)   Extra Protection Increase Rider.(**Filed June 5, 1996)

1.A(5)(a)(xi)  Accounting Benefits Rider.(*Filed January 8, 1996)

1.A(5)(a)(xii) Extended Coverage Rider.(*Filed June 5, 1996)

1.A(5)(a)(xiii)Accelerated Benefits Rider.(*Filed January 8, 1996)

1.A(5)(b)      Form of PrinFlex Life Insurance Policy - Unisex Version.
               (**Filed June 5, 1996)

1.A(5)(b)(i)   Accidental Death Benefit Rider.(**Filed January 8, 1996)

1.A(5)(b)(ii)  Children Term Insurance Rider.(**Filed June 5, 1996)

1.A(5)(b)(iii) Spouse Term Insurance Rider.(**Filed June 5, 1996)

1.A(5)(b)(iv)  Change of Insured Rider.(**Filed June 5, 1996)

1.A(5)(b)(v)   Death Benefit Guarantee Rider.(**Filed June 5, 1996)

1.A(6)(a)      Articles of Incorporation, as Amended of Principal Life
               Insurance Company.^

1.A(6)(b)      By-laws of Principal Life Insurance Company.^

1.A(10)        Form of Application for PrinFlex Life Insurance Policy.
               (*Filed January 8, 1996)^

1.A(10)(b)     Form of Supplemental Application for PrinFlex Life Insurance
               Policy.(**Filed June 5, 1996)

2.             Opinion and consent of G.R. Narber, Senior Vice President and
               General Counsel of Principal Life Insurance Company.
               (*Filed January 8, 1996)

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

4.             Not applicable.

5.             Not applicable.

6.             Consent of Ernst & Young LLP.=

7.             Description of Issuance, Transfer and Redemption Procedures
               Pursuant to Rule 6e-3(T)(b)(12)(iii).(***Filed October 23, 1996)

8.             Powers of Attorney of Directors of Principal  Life
               Insurance Company.(*, ***, +, ++, =)

9.             Opinion and consent of Lisa Butterbaugh, Associate Actuary.=


- ---------------------------
  * Filed by Initial Filing.
 ** Filed by Amendment No. 1.
*** Filed by Amendment No. 2.
  @ Filed by Amendment No. 3.
+   Filed by Amendment No. 6.
++  Filed by Amendment No. 7.
^   Filed by Amendment No. 8.
=   Filed by Amendment No. 9.
<PAGE>

                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Principal Life Insurance Company Variable Life Separate Account,  certifies that
it meets the requirements of Securities Act Rule 485(b) for effectiveness of the
Registration  Statement and has duly caused this  Amendment to the  Registration
Statement to be signed on its behalf by the undersigned  thereto duly authorized
in the city of Des Moines  and State of Iowa,  on the 19th day of  April 2000.


                          PRINCIPAL LIFE INSURANCE COMPANY
                          VARIABLE LIFE SEPARATE ACCOUNT
                                      (Registrant)


                          By:  PRINCIPAL LIFE INSURANCE COMPANY
                                      (Depositor)


                                  /s/ D. J. Drury
                          By ______________________________________________
                             D. J. Drury
                             Chairman

Attest:

/s/ Joyce N. Hoffman
- -----------------------------------
Joyce N. Hoffman
Vice President and
  Corporate Secretary


As required by the  Securities Act of 1933,  this Amendment to the  Registration
Statement has been signed by the following  persons in the capacities and on the
date indicated.

Signature                          Title                           Date

/s/ D. J. Drury                Chairman and                   April 19, 2000
- --------------------           Director
D. J. Drury


/s/ D. C. Cunningham           Vice President and             April 19, 2000
- --------------------           Controller (Principal
D. C. Cunningham               Accounting Officer)


/s/ M. H. Gersie               Executive Vice President and    April 19, 2000
- --------------------           Chief Financial Officer
M. H. Gersie                   (Principal Financial Officer)


  (B. J. Bernard)*             Director                       April 19, 2000
- --------------------
B. J. Bernard


  (J. Carter-Miller)*          Director                       April 19, 2000
- --------------------
J. Carter-Miller


  (C. D. Gelatt, Jr.)*         Director                       April 19, 2000
- --------------------
C. D. Gelatt, Jr.


  (J. B. Griswell)*            Director                       April 19, 2000
- --------------------
J. B. Griswell


  (G. D. Hurd)*                Director                       April 19, 2000
- --------------------
G. D. Hurd


  (C. S. Johnson)*             Director                       April 19, 2000
- --------------------
C. S. Johnson


  (W. T. Kerr)*                Director                       April 19, 2000
- --------------------
W. T. Kerr


  (L. Liu)*                    Director                       April 19, 2000
- --------------------
L. Liu


  (V. H. Loewenstein)*         Director                       April 19, 2000
- --------------------
V. H. Loewenstein


  (R. D. Pearson)*             Director                       April 19, 2000
- --------------------
R. D. Pearson


  (F. F. Pena)*                Director                       April 19, 2000
- --------------------
F. F. Pena


  (J. R. Price)*               Director                       April 19, 2000
- --------------------
J. R. Price, Jr.


  (D. M. Stewart)*             Director                       April 19, 2000
- --------------------
D. M. Stewart


  (E. E. Tallett)*             Director                       April 19, 2000
- --------------------
E. E. Tallett


  (F. W. Weitz)*               Director                       April 19, 2000
- --------------------
F. W. Weitz


                           *By    /s/ David J. Drury
                                  ------------------------------------
                                  David J. Drury
                                  Chairman

                                  Pursuant to Powers of Attorney
                                  Previously Filed or Included Herein

<PAGE>
                                    EXHIBITS

<TABLE>
<CAPTION>
                                  EXHIBIT INDEX


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

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

  1.A(3)(a)                          Distribution Agreement Between                                *
                                     Depositor and Principal Underwriter.

  1.A(3)(a)(i)                       Form of Selling Agreement.                                    *

  1.A(3)(b)                          Registered Representative Agreement.                          *

  1.A(3)(c)                          Schedule of Sales Commissions.                                *

  1.A(5)(a)                          PrinFlex Life Policy.                                         *

  1.A(5)(a)(i)                       Cost of Living Increase Rider.                                *

  1.A(5)(a)(ii)                      Waiver of Monthly Policy Charge Rider.                        *

  1.A(5)(a)(iii)                     Waiver of Specified Premium Rider.                            *

  1.A(5)(a)(iv)                      Accidental Death Benefit Rider.                               *

  1.A(5)(a)(v)                       Children Term Insurance Rider.                                *

  1.A(5)(a)(vi)                      Spouse Term Insurance Rider.                                  *

  1.A(5)(a)(vii)                     Change of Insured Rider.                                      *

  1.A(5)(a)(viii)                    Death Benefit Guarantee Rider.                                *

  1.A(5)(a)(ix)                      Salary Increase Rider.                                        *

  1.A(5)(a)(x)                       Extra Protection Increase Rider.                              *

  1.A(5)(a)(xi)                      Accounting Benefits Rider.                                    *

  1.A(5)(a)(xii)                     Extended Coverage Rider.                                      *

  1.A(5)(a)(xiii)                    Accelerated Benefits Rider.                                   *

  1.A(5)(b)                          PrinFlex Life Policy - Unisex Version.                        *

  1.A(5)(b)(i)                       Accidental Death Benefit Rider.                               *

  1.A(5)(b)(ii)                      Children Term Insurance Rider.                                *

  1.A(5)(b)(iii)                     Spouse Term Insurance Rider.                                  *

  1.A(5)(b)(iv)                      Change of Insured Rider.                                      *

  1.A(5)(b)(v)                       Death Benefit Guarantee Rider.                                *

  1.A(6)(a)                          Articles of Incorporation, as Amended,                        *
                                     of Depositor.

  1.A(6)(b)                          By-laws of Depositor.                                         *

  1.A(10)                            Form of Application for the PrinFlex                          *
                                     Life Policy.

  1.A(10)(a)                         Form or Supplemental Application                              *
                                     For the PrinFlex Life Policy.

  2                                  Opinion and consent of G.R. Narber,                           *
                                     Senior Vice President and General
                                     Counsel.

  6                                  Consent of Ernst & Young LLP                                  14

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

  8                                  Powers of Attorney of Directors of                            15
                                     Principal Life Insurance Company.

  9                                  Opinion and consent of Lisa Butterbaugh,                      16
                                     Associate Actuary.


*  Previously filed.
</TABLE>

ERNST & YOUNG LLP                     Suite 3400             Phone: 515 243 2727
                                      801 Grand Avenue
                                      Des Moines, Iowa 50309-2764



                         Consent of Independent Auditors




We consent to the reference to our firm under the caption "Independent Auditors"
and to the use of our reports  dated  January 31, 2000 with respect to Principal
Life  Insurance  Company  Variable  Life  Separate  Account and  Principal  Life
Insurance Company, in the Registration Statement (Post-Effective Amendment No. 9
to Form S-6 No.  333-00101)  and related  Prospectus of Principal Life Insurance
Company  Variable  Life  Separate  Account Prin Flex Life(R) - Flexible  Premium
Variable Universal Life Insurance Policy.


/s/ Ernst & Young LLP


Des Moines, Iowa
April 19, 2000





Ernst & Young LLP is a member of Ernst & Young International, Ltd.


                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS,  that the undersigned director of Principal Life
Insurance Company,  an Iowa corporation (the "Company"),  hereby constitutes and
appoints D. J. Drury, J. B. Griswell,  G. R. Narber and J. N. Hoffman,  and each
of them (with full power to each of them to act alone),  the undersigned's  true
and lawful  attorney-in-fact and agent, with full power of substitution to each,
for and on behalf  and in the  name,  place  and  stead of the  undersigned,  to
execute and file any of the documents referred to below relating to registration
under the  Securities  Act of 1933 with respect to variable  annuity  contracts,
with premiums  received in connection  with such contracts held in the Principal
Life Insurance Company Variable Life Separate Account on Form S-6 or other forms
under the Securities Act of 1933, and any and all amendments thereto and reports
thereunder  with all exhibits and all  instruments  necessary or  appropriate in
connection therewith, each of said attorneys-in-fact and agents and his or their
substitutes  being empowered to act with or without the others or other,  and to
have  full  power  and  authority  to do or  cause to be done in the name and on
behalf of the  undersigned  each and every act and thing requisite and necessary
or  appropriate  with  respect  thereto to be done in and about the  premises in
order to  effectuate  the same,  as fully to all  intents  and  purposes  as the
undersigned  might or could do in person;  hereby  ratifying and  confirming all
that said  attorneys-in-fact  and agents,  or any of them, may do or cause to be
done by virtue hereof.

IN WITNESS WHEREOF, the undersigned director has hereunto set his hand this
19th day of April, 2000.


                                             /s/ Federico F. Pena
                                             __________________________
                                                 F. F. Pena



Principal(R)
    Financial                                              Principal Life
    Group                                                  Insurance Company




April 19, 2000


RE:   PRINFLEX VARIABLE LIFE - PRINCIPAL FLEXIBLE
      PREMIUM VARIABLE LIFE INSURANCE POLICY

Dear Sir or Madam:

In my  capacity  as  Associate  Actuary  of  Principal  Life  Insurance  Company
("Principal"), I have provided actuarial advice concerning, and participated in,
the design of,  Principal  Flexible  Premium  Variable  Universal Life Insurance
Policy  (the  "Policy").   I  also  provided  actuarial  advice  concerning  the
preparation  of a  registration  statement  on form  S-6  for  filing  with  the
Securities  and  Exchange  Commission  under  the  Securities  Act  of  1933  in
connection with the Policy. In my opinion:

     a)   the federal tax charge of 1.25% of premium  for  deferred  acquisition
          costs is  reasonable  in relation to  Principal  increased  tax burden
          under Section 848 of the Internal Revenue Code of 1986 as amended.  In
          addition,  it is my professional  opinion that the 11% rate of return,
          and the  assumptions  on which that rate is based,  are reasonable for
          use in calculating such charges.

     b)   the illustrations of death benefits,  account values, surrender values
          and   accumulated   premiums  in  the  prospectus  are  based  on  the
          assumptions   stated  in  the   illustrations,   consistent  with  the
          provisions  of the Policy.  Such  assumptions,  including  the assumed
          current charge levels are reasonable. The Policy has not been designed
          so as to make the relationship between premium and benefits,  as shown
          in the illustrations, appear to be correspondingly more favorable to a
          prospective   purchaser  of  the  Policy  at  the  ages,  genders  and
          underwriting  classes shown,  than to prospective  purchasers at other
          ages,  genders  and  underwriting  classes.  Nor were  the  particular
          illustrations   shown   selected   for  the  purpose  of  making  this
          relationship appear more favorable.

I hereby  consent to the use of this  opinion as an exhibit to the  registration
statement  and to the  reference  to my name under the heading  "Experts" in the
prospectus.

Very truly yours,

/S/ LISA BUTTERBAUGH

Lisa Butterbaugh
Associate Actuary
Phone: 515-248-3792; Fax: 515-362-0056






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