ALLIANZ LIFE VARIABLE ACCOUNT B
485BPOS, 1995-11-01
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                                                            File Nos. 33-76190
                                                                     811-05618
==============================================================================

                      SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C.  20549

                                   FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933                   ( )
          Pre-Effective Amendment No.                                     ( )
          Post-Effective Amendment No.    2                               (X)

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940           ( )
          Amendment No.    20                                             (X)
                      (Check appropriate box or boxes.)

          ALLIANZ LIFE VARIABLE ACCOUNT B 
          _______________________________
          (Exact Name of Registrant)

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


<PAGE>
          1750 Hennepin Avenue, Minneapolis, MN                    55403
          _____________________________________                  _________
          (Address of Depositor's Principal Executive Offices)   (Zip Code)

Depositor's Telephone Number, including Area Code   (612) 347-6596

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

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

It is proposed that this filing will become effective:

     ___  immediately upon filing pursuant to paragraph (b) of Rule 485
     _X_  on November 1, 1995 pursuant to paragraph (b) of Rule 485    
     ___  60 days after filing pursuant to paragraph (a)(1) of Rule 485
     ___  on (date) pursuant to paragraph (a)(1) of Rule 485

If appropriate, check the following:

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

Registrant has declared that it has registered an indefinite number or amount
of securities in accordance with Rule 24f-2 under the Investment Company Act
of 1940.  Registrant filed its Rule 24f-2 Notice for the most recent fiscal
year on or about February 21, 1995.












<PAGE>
                            CROSS REFERENCE SHEET
                            (Required by Rule 495)
<TABLE>

<CAPTION>

Item No.                                                   Location
<S>       <C>                                              <C>
                                 PART A

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

Item 2.   Definitions . . . . . . . . . . . . . . . . . .  Definitions

Item 3.   Synopsis or Highlights. . . . . . . . . . . . .  Highlights

Item 4.   Condensed Financial Information . . . . . . . .  Condensed Financial
                                                           Information

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

Item 7.   General Description of Variable Annuity
          Contracts . . . . . . . . . . . . . . . . . . .  The Contracts

Item 8.   Annuity Period. . . . . . . . . . . . . . . . .  Annuity Provisions

Item 9.   Death Benefit. . . . . . . . . . . . . . . . .   The Contracts;
                                                           Annuity Provisions

Item 10.  Purchases and Contract Value. . . . . . . . . .  Purchase Payments
                                                           and Contract Value

Item 11.  Redemptions . . . . . . . . . . . . . . . . . .  Surrenders

Item 12.  Taxes . . . . . . . . . . . . . . . . . . . . .  Tax Status

Item 13.  Legal Proceedings . . . . . . . . . . . . . . .  Legal Proceedings

Item 14.  Table of Contents of the Statement of
          Additional Information. . . . . . . . . . . . .  Table of Contents of
                                                           the Statement of Ad-
                                                           ditional Information
</TABLE>




<PAGE>
                        CROSS REFERENCE SHEET (cont'd)
                            (Required by Rule 495)
<TABLE>

<CAPTION>

Item No.                                                   Location
<S>       <C>                                              <C>
                                PART B

Item 15.  Cover Page. . . . . . . . . . . . . . . . . . .  Cover Page

Item 16.  Table of Contents. . . . . . . . . . . . . . .   Table of Contents

Item 17.  General Information and History. . . . . . . .   The Company

Item 18.  Services. . . . . . . . . . . . . . . . . . . .  Not Applicable

Item 19.  Purchase of Securities Being Offered. . . . . .  Not Applicable

Item 20.  Underwriters. . . . . . . . . . . . . . . . . .  Distributor

Item 21.  Calculation of Performance Data . . . . . . . .  Calculation of
                                                           Performance Data

Item 22.  Annuity Payments. . . . . . . . . . . . . . . .  Annuity Provisions

Item 23.  Financial Statements. . . . . . . . . . . . . .  Financial
                                                           Statements
</TABLE>

                                    PART C

Information required to be included in Part C is set forth under the
appropriate Item so numbered, in Part C to this Registration Statement.













<PAGE>














                                    PART A


































<PAGE>

               ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA

Home Office:                                    VIP Service Center:
1750 Hennepin Avenue                            P.O. Box 30343
Minneapolis, MN 55403-2195                      Tampa, FL  33630-3343
(800) 542-5427                                  (800) 774-5001


                             INDIVIDUAL IMMEDIATE
                          VARIABLE ANNUITY CONTRACTS
                                  issued by
                       ALLIANZ LIFE VARIABLE ACCOUNT B
                                     and
               ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
                                 November 1, 1995    


The Individual Immediate Variable Annuity Contracts (the "Contracts")
described in this Prospectus provide lifetime income to the Annuitant and
Joint  Annuitant, if any, under the Annuity Option selected.  The Annuitant is
the  Contract  Owner.    The Contract Owner selects the Annuity Option and the
frequency of payment (e.g., monthly, quarterly, semi-annual, annual).

The  Contracts are available for retirement plans which do not qualify for the
special federal tax advantages available under the Internal Revenue Code
("Non-Qualified Contracts").  They can also be purchased as a "Qualified
Contract" that is an Individual Retirement Annuity with contributions
rolled-over from tax-qualified plans such as 403(b) plans, 401 plans, or IRAs.
The Contracts are acquired by the payment of a single purchase payment.

Some states assess premium taxes (see "Charges and Deductions - Premium
Taxes").    The Single Purchase Payment less the premium tax is referred to as
the  Net Purchase Payment.  The Single Purchase Payment for the Contracts will
be allocated to a segregated investment account of Allianz Life Insurance
Company  of  North  America  (the "Company") which account has been designated
Allianz  Life Variable Account B (the "Variable Account").  IN CALIFORNIA, THE
TEMPLETON GLOBAL ASSET ALLOCATION FUND    AND THE SMALL CAP FUND ARE NOT    
AVAILABLE  UNTIL  APPROVED BY THE CALIFORNIA INSURANCE DEPARTMENT. (CHECK WITH
YOUR AGENT REGARDING AVAILABILITY).  Prior to May 1, 1993, the Variable
Account was known as NALAC Variable Account B.
   
The Variable Account invests in shares of Franklin Valuemark Funds (the
"Trust").  The Trust is a series fund with twenty-two Funds:  the Money Market
Fund,the  Adjustable  U.S.  Government  Fund, the Global Income Fund, the High
Income Fund, the Investment Grade Intermediate Bond Fund, the U. S. Government
Securities  Fund,  the four Zero Coupon Funds, the Growth and Income Fund, the
Income  Securities Fund, the Rising Dividends Fund, the Templeton Global Asset
Allocation  Fund,  the Utility Equity Fund, the Precious Metals Fund, the Real
<PAGE>
Estate  Securities  Fund, the Small Cap Fund, the Templeton Developing Markets
Equity  Fund,  the  Templeton  Global Growth Fund, the Templeton International
Equity  Fund and the Templeton Pacific Growth Fund.  Prior to May 1, 1995, the
Growth  and  Income Fund was known as the Equity Growth Fund. See "Highlights"
and "Tax Status" for a discussion of owner control of the underlying
investments in a variable annuity contract.    

CONTRACT  OWNERS MAY NOT MAKE WITHDRAWALS OTHER THAN THE ANNUITY PAYMENTS THEY
WILL RECEIVE UNDER THE CONTRACT.

THE  CONTRACTS  ARE  NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED
BY,  ANY  FINANCIAL  INSTITUTION  AND ARE NOT FEDERALLY INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY.
INVESTMENT IN THE CONTRACT IS SUBJECT TO RISK THAT MAY CAUSE THE VALUE OF THE
CONTRACT  OWNER'S INVESTMENT TO FLUCTUATE, AND WHEN THE CONTRACTS ARE RETURNED
WITHIN THE FREE LOOK PERIOD,  THE REFUND MAY BE HIGHER OR LOWER THAN THE
PURCHASE PAYMENT.

This  Prospectus  concisely  sets forth the information a prospective investor
should  know  before investing.  Additional information about the Contracts is
contained  in the "Statement of Additional Information," which is available at
no  charge.    The Statement of Additional Information has been filed with the
Securities  and  Exchange Commission and is incorporated herein by reference. 
The  Table of Contents of the Statement of Additional Information can be found
on the last page of this Prospectus.  For the Statement of Additional
Information, call or write the Annuity Service Office address shown above.

INQUIRIES: Any inquiries can be made by telephone or in writing to the Company
at the Annuity Service Office phone number or address listed above.

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

THIS PROSPECTUS MUST BE ACCOMPANIED BY OR PRECEDED BY A CURRENT PROSPECTUS FOR
FRANKLIN VALUEMARK FUNDS.

In the State of Oregon, all references to "Franklin Templeton Valuemark Income
Plus" refer to "Valuemark Income Plus."
   
This Prospectus and the Statement of Additional Information are dated November
1, 1995, and as may be amended from time to time.    

This Prospectus should be kept for future reference.



<PAGE>
                              TABLE OF CONTENTS

                                                                     Page
DEFINITIONS

HIGHLIGHTS

FEE TABLE

CONDENSED FINANCIAL INFORMATION

THE COMPANY

THE VARIABLE ACCOUNT

FRANKLIN VALUEMARK FUNDS
     Description of The Funds
     General
     Substitution of Securities
     Voting Rights

CHARGES AND DEDUCTIONS
     Deduction for Mortality and Expense Risk Charge
     Deduction for Administrative Expense Charge
     Deduction for Premium Taxes
     Deduction for Income Taxes
     Deduction for Trust Expenses

ANNUITY PROVISIONS
     Income Date
     Annuity Options
     Determination of Annuity Payments

THE CONTRACTS
     Ownership
     Assignment
     Beneficiary
     Change of Beneficiary
     Death of Beneficiary
     Annuitant

PROCEEDS PAYABLE AT DEATH

PURCHASE PAYMENTS AND CONTRACT VALUE
     Single Purchase Payment
     Net Purchase Payment
     Allocation of Net Purchase Payment
     Contract Value
<PAGE>
     VIP Unit
     Transfers

DISTRIBUTOR
     Delay of Payments

ADMINISTRATION OF THE CONTRACTS

PERFORMANCE DATA
     Money Market Sub-account
     Other Sub-accounts
     Performance Ranking

TAX STATUS
     General
     Diversification
     Multiple Contracts
     Qualified Plans
     Tax Treatment of Withdrawals - IRA Contracts
     Tax Treatment of Assignments
     Income Tax Withholding

FINANCIAL STATEMENTS

LEGAL PROCEEDINGS

APPENDIX - ILLUSTRATION OF VALUES

TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION



















<PAGE>

                                 DEFINITIONS

Age - Age to the nearest month unless otherwise specified.

Annuitant  -  The  primary  person upon whose continuation of life any annuity
payment involving life contingencies depends. The Contract Owner is the
Annuitant.  See also, Joint Annuitant.

Annuity Calculation Date - The date on which the first annuity payment is
calculated  which  will  be  no more than 10 business days prior to the Income
Date.

Annuity  Option  -  An arrangement under which annuity payments are made under
the Contract.

Annuity Unit - An accounting unit of measure used to calculate annuity
payments after the Annuity Calculation Date.

Assumed Investment Return - The investment return upon which the annuity
payments in the Contract are based.

Company  -  Allianz Life Insurance Company of North America at its VIP Service
Center shown on the cover page of this Prospectus.

Contract Anniversary - An anniversary of the Effective Date of the Contract.

Contract  Owner  -  The person who owns the Contract as named in the Company's
records.  The Annuitant is the Contract Owner.

Contract Value - The dollar value as of any Valuation Date prior to the
Annuity Calculation Date of all amounts accumulated under the Contract.

Effective  Date  -  The date on which the Net Purchase Payment is allocated to
the Variable Account.

Eligible  Investment(s)  -  An  investment entity which can be selected by the
Contract Owner to be the underlying investment of the Contract.

Fund  -  A  segment of an Eligible Investment which constitutes a separate and
distinct class of interests under an Eligible Investment.

Income Date - The date on which annuity payments are to begin.

Joint Annuitant - A person other than the Annuitant on whose life annuity
payments may also be based.

Joint  Owner  -  If there is more than one Contract Owner, each Contract Owner
shall  be  a  Joint  Owner of the Contract.  Joint Owners have equal ownership
<PAGE>
rights and must both authorize any exercising of those ownership rights unless
otherwise allowed by the Company.  Each Joint Owner must be either an
Annuitant or Joint Annuitant.

Net  Asset Value - The total value of the shares of the Eligible Investment or
Fund less the liabilities of the Eligible Investment or Fund held by the
Sub-account, as of the close of trading on a Valuation Date.

Non-Qualified Contracts - As used herein, Contracts issued under Non-Qualified
Plans  which do not receive favorable tax treatment under Sections 401, 403(b)
or 408 of the Internal Revenue Code.

Qualified  Contracts  - As used herein, Contracts issued under Qualified Plans
which receive favorable tax treatment under Sections 401, 403(b) or 408 of the
Internal Revenue Code.

Sub-account - A segment of the Variable Account.

Valuation  Date  -  The  Variable Account will be valued each day that the New
York Stock Exchange is open for trading, which is Monday through Friday,
except for normal business holidays.

Valuation  Period  -  The period beginning at the close of business of the New
York Stock Exchange on each Valuation Date and ending at the close of business
for the next succeeding Valuation Date.
   
Variable Account - A separate investment account of the Company, designated as
Allianz  Life  Variable  Account B, in which a portion of the Company's assets
has been allocated for the Contracts and certain other contracts.    

VIP  Unit - An accounting unit of measure used to calculate the Contract Value
prior to the Annuity Calculation Date.


                                  HIGHLIGHTS
   
Net Purchase Payments for the Contracts will be allocated to a segregated
investment  account  of  Allianz  Life Insurance Company of North America (the
"Company") which has been designated Allianz Life Variable Account B (the
"Variable  Account").    IN  CALIFORNIA, THE TEMPLETON GLOBAL ASSET ALLOCATION
FUND AND THE SAMLL CAP FUND ARE NOT AVAILABLE UNTIL APPROVED BY THE CALIFORNIA
INSURANCE DEPARTMENT.  (CHECK WITH YOUR AGENT REGARDING AVAILABILITY).    

On  April  1,  1993, the Company changed its name from North American Life and
Casualty Company to its present name.  Prior to May 1, 1993, the Variable
Account  was  known as NALAC Variable Account B.  The Variable Account invests
in shares of Franklin Valuemark Funds (the "Trust").  (See "Franklin Valuemark

<PAGE>
Funds.")    Contract Owners bear the investment risk for all amounts allocated
to the Variable Account.

The Contract may be returned within 10 days (or longer in states where
required)  after it is received (the "Free-Look Period").  It can be mailed or
delivered to either the Company or the agent who sold it.  Return of the
Contract by mail is effective on being postmarked, properly addressed and
postage  prepaid.  The returned Contract will be treated as if the Company had
never issued it.  The Company will promptly refund the net amount allocated to
the Variable Account  modified for investment experience plus any taxes
deducted  less  any benefits paid in states where permitted.  This may be more
or  less than the Single Purchase Payment.  Once the Free-Look Period expires,
Contract  Owners may not make withdrawals other than the Annuity Payments they
will  receive  under  the  Contract. The Company has the right to allocate the
Single  Purchase  Payment to the Money Market Sub-account until the expiration
of the Free-Look Period.  If the Company does so allocate the purchase
payment,  it  will refund the Single Purchase Payment, less any benefits paid.
It is the Company's current practice to directly allocate the purchase payment
to  the Sub-account(s) (see "Purchase Payments and Contract Value - Allocation
of Net Purchase Payment") designated by the Contract Owner.

There is a Mortality and Expense Risk Charge which is equal, on an annual
basis, to 1.25% of the average daily net assets of the Variable Account.  This
Charge  compensates  the  Company for assuming the mortality and expense risks
under  the  Contracts.  (See "Charges and Deductions - Deduction for Mortality
and Expense Risk Charge.")

There  is an Administrative Expense Charge which is equal, on an annual basis,
to 0.15% of the average daily net assets of the Variable Account.  This Charge
compensates the Company  for costs associated with the administration of the
   Contracts     and the Variable Account.  (See "Charges and Deductions -
Deduction for Administrative Expense Charge.")

The Treasury Department has indicated that guidelines may be forthcoming under
which  a  variable annuity contract will not be treated as an annuity contract
for  tax  purposes if the owner of the contract has excessive control over the
investments underlying the contract.  The issuance of such guidelines may
require the Company to impose limitations on a Contract Owner's right to
control  the  investments.   It is not known whether any such guidelines would
have a retroactive effect (See "Tax Status- Diversification").

Premium  taxes  or other taxes payable to a state or other governmental entity
will be charged against the Single Purchase Payment.  (See "Charges and
Deductions - Deduction for Premium Taxes.")

The  Company  also offers deferred variable annuity contracts and reserves the
right  to permit exchange of those contracts for the Contracts offered by this
Prospectus.
<PAGE>
<TABLE>

<CAPTION>

<S>                                         <C>
ALLIANZ LIFE VARIABLE ACCOUNT B FEE TABLE*

Contract Owner Transaction Fees

NONE

Variable Account Annual Expenses
(as a percentage of average account value)

Mortality and Expense Risk Charge            1.25%
Administrative Expense Charge                 .15%
                                             _____
Total Variable Account Annual Expenses       1.40%
<FN>
    *  Applies to all twenty-two Sub-accounts of the Variable Account.    
</TABLE>

The  effects  of the charges shown above are reflected in the illustrations of
annuity  income  contained  in the Appendix on Page __.  The illustrations are
intended  to  assist  the purchaser in assessing the effects of these
charges  and  the  effect  of investment performance on the amount of variable
annuity income.

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

The  Management  Fees  for  each Fund are based on a percentage of that Fund's
assets  under  management.   See "Franklin Valuemark Funds" in this Prospectus
and "Management" in the Trust prospectus.
   
The fees below represent the amounts that were paid to the investment advisers
to the Trust for the 1994 calendar year (except for the Money Market Fund, the
Zero  Coupon  Fund-1995, the Zero Coupon Fund-2000, the Zero Coupon Fund-2005,
the  Zero Coupon Fund 2010, the Templeton Global Asset Allocation Fund and the
Small  Cap Fund).  The purpose of the Table is to assist the Contract Owner in
understanding the various costs and expenses that a Contract Owner will incur,
directly or indirectly on amounts allocated to the Variable Account.    






<PAGE>
<TABLE>

<CAPTION>

                                             Management
                                             and Business              Total
                                             Management     Other      Annual
                                             Fees(1/)       Expenses   Expenses
                                             ____________   ________   ________
<S>                                          <C>            <C>        <C>
Money Market Fund (2/)                                .51%       .03%       .54%
Growth and Income Fund (3/)                           .50%       .04%       .54%
Precious Metals Fund                                  .61%       .07%       .68%
Real Estate Securities Fund                           .58%       .04%       .62%
Utility Equity Fund                                   .47%       .05%       .52%
High Income Fund                                      .55%       .05%       .60%
Global Income Fund                                    .55%       .16%       .71%
Investment Grade Intermediate Bond Fund               .59%       .04%       .63%
Income Securities Fund                                .48%       .06%       .54%
U.S. Government Securities Fund                       .49%       .04%       .53%
Adjustable U.S. Government Fund                       .54%       .03%       .57%
Zero Coupon Fund-1995 (4/)                            .36%       .04%       .40%
Zero Coupon Fund-2000 (4/)                            .36%       .04%       .40%
Zero Coupon Fund-2005 (4/)                            .35%       .05%       .40%
Zero Coupon Fund-2010 (4/)                            .35%       .05%       .40%
Rising Dividends Fund                                 .75%       .05%       .80%
Templeton International Equity Fund (5/)              .84%       .15%       .99%
Templeton Pacific Growth Fund (6/)                    .90%       .17%      1.07%
Templeton Global Growth Fund                          .99%       .15%      1.14%
Templeton Developing Markets Equity Fund             1.25%       .28%      1.53%
Templeton Global Asset Allocation Fund (7/)           .80%       .11%       .91%
   Small Cap Fund (8/)                                .75%       .06%       .81%    
<FN>
     1/  The Business Management Fee is a direct expense for the Templeton
Global Asset Allocation Fund; the other Funds pay for similar services
indirectly through the Management Fee. See "Management" in the Trust
Prospectus for further information regarding Management and Business
Management Fees.

      2/  Franklin Advisers, Inc. agreed in advance to waive a portion of its
Management Fee and make payment of other expenses incurred by the Money Market
Fund during 1994 and is currently continuing this arrangement in 1995. This
arrangement may be terminated at any time. Therefore, the expenses of the
Money Market Fund have been restated for 1995 and do not reflect this
arrangement.    

      3/ Prior to May 1, 1995, the Growth and Income Fund was known as the
Equity Growth Fund.    
<PAGE>
      4/  Net of management fees waived and/or expense reimbursements. 
Although not obligated to, Franklin Advisers, Inc. has agreed in advance to
waive a portion of its management fees and make payment of other expenses for
the four Zero Coupon Funds through at least December 31, 1995 such that the
aggregate expenses of the Zero Coupon Fund-1995, the Zero Coupon Fund-2000,
the Zero Coupon Fund-2005 and the Zero Coupon Fund-2010 will not exceed 0.40%
of each Fund's net assets.  Absent the management fee waivers and expense
payments, for the year ended December 31, 1994, the total annual expenses
would have been as follows: Zero Coupon Fund-1995, .67%; Zero Coupon
Fund-2000, .66%; Zero Coupon Fund-2005, .68%; and Zero Coupon Fund-2010, .68%.
    
     5/  Templeton International Equity Fund was known as the International
Equity Fund prior to October 15, 1993.

     6/  Templeton Pacific Growth Fund was known as the Pacific Growth Fund
prior to October 15, 1993.

      7/ The Templeton Global Asset Allocation Fund commenced operations May 1,
1995.  The expenses shown are estimated expenses for the Fund for 1995.    

      8/  The Small Cap Fund has not yet commenced operations.  The expenses
shown are estimated expenses for the Fund for 1995.    
</TABLE>

CONDENSED FINANCIAL INFORMATION
   
The  consolidated  financial  statements  of Allianz Life Insurance Company of
North  America and the financial statements of Allianz Life Variable Account B
may be found in the Statement of Additional Information.    
   
The table below gives per unit information about the financial history of each
Fund from the inception of each to June 30, 1995.#    

This  information  should be read in conjunction with the financial statements
and related notes to the Variable Account included in the Statement of
Additional Information.

<TABLE>
<CAPTION>
   
<S>                                           <C>            <C>            <C>           <C>            <C>
(Number of units in thousands)                                                                                       
                                                              Year ended     Year ended    Year ended     Year ended
                                              Period Ended   December 31,   December 31,  December 31,   December 31,
Franklin Valuemark Funds:                     June 30, 1995     1994          1993           1992          1991
                                              _____________ _____________   ____________ _____________   ____________
Money Market Fund
Unit value at beginning of period             $      12.354        $12.066       $11.932        $11.742       $11.288
<PAGE>
Unit value at end of period                   $      12.622        $12.354       $12.066        $11.932       $11.742
Number of units outstanding at end of period         32,878         39,437        10,247          6,951         5,682
Growth and Income Fund*
Unit value at beginning of period             $      13.215        $13.677       $12.574        $11.949        $9.803
Unit value at end of period                   $      15.112        $13.215       $13.677        $12.574       $11.949
Number of units outstanding at end of period         39,885         35,695        24,719         17,144         9,671
Precious Metals Fund
Unit value at beginning of period             $      13.979        $14.464        $9.424        $10.635       $10.387
Unit value at end of period                   $      14.016        $13.979       $14.464         $9.424       $10.635
Number of units outstanding at end of period          7,956          8,285         4,685          1,419           833
High Income Fund
Unit value at beginning of period             $      14.608        $15.155       $13.278        $11.583        $9.026
Unit value at end of period                   $      16.444        $14.608       $15.155        $13.278       $11.583
Number of units outstanding at end of period         17,985         15,679        11,787          4,780         1,923
Real Estate Securities Fund
Unit value at beginning of period             $      15.594        $15.369       $13.095        $11.848        $9.000
Unit value at end of period                   $      16.139        $15.594       $15.369        $13.095       $11.848
Number of units outstanding at end of period         11,234         11,645         5,589          1,052           394
U.S. Government Securities Fund
Unit value at beginning of period             $      13.835        $14.698       $13.586        $12.798       $11.199
Unit value at end of period                   $      15.451        $13.835       $14.698        $13.586       $12.798
Number of units outstanding at end of period         36,068         36.490        40,402         25,054        14,426
Utility Equity Fund
Unit value at beginning of period             $      15.104        $17.319       $15.889        $14.821       $12.062
Unit value at end of period                   $      16.906        $15.104       $17.319        $15.889       $14.821
Number of units outstanding at end of period         69,272         70,082        84,217         39,387        16,188
Zero Coupon - 1995 Fund
Unit value at beginning of period             $      14.380        $14.480       $13.665        $12.845       $11.160
Unit value at end of period                   $      14.915        $14.380       $14.480        $13.665       $12.845
Number of units outstanding at end of period          2,821          3,195         3,092          2,871         2,774
Zero Coupon - 2000 Fund
Unit value at beginning of period             $      15.373        $16.717       $14.595        $13.570       $11.446
Unit value at end of period                   $      17.368        $15.373       $16.717        $14.595       $13.570
Number of units outstanding at end of period          5,682          4,953         3,787          2,886         2,012
Zero Coupon - 2005 Fund
Unit value at beginning of period             $      16.096        $18.050       $14.975        $13.705       $11.545
Unit value at end of period                   $      19.061        $16.096       $18.050        $14.975       $13.705
Number of units outstanding at end of period          3,247          2,780         2,020          1,090           795
Zero Coupon - 2010 Fund
Unit value at beginning of period             $      15.930        $18.144       $14.670        $13.482       $11.390
Unit value at end of period                   $      19.596        $15.930       $18.144        $14.670       $13.482
Number of units outstanding at end of period          3,173          2,589         1,405            849         1,150
Global Income Fund
Unit value at beginning of period             $      13.726        $14.650       $12.733        $12.962       $11.706
Unit value at end of period                   $      14.725        $13.726       $14.650        $12.733       $12.962
Number of units outstanding at end of period         15,389         16,855        13,054          5,487         2,979
Investment Grade Intermediate Bond Fund
Unit value at beginning of period             $      14.257        $14.389       $13.442        $12.879       $11.281
<PAGE>
Unit value at end of period                   $      14.984        $14.257       $14.389        $13.442       $12.879
Number of units outstanding at end of period          9,877          9,772         7,677          3,333         1,311
Income Securities Fund
Unit value at beginning of period             $      16.392        $17.734       $15.163        $13.580        $9.842
Unit value at end of period                   $      18.242        $16.392       $17.734        $15.163       $13.580
Number of units outstanding at end of period         58,283         56,569        38,967         11,397         4,472
Adjustable U.S. Government Fund
Unit value at beginning of period             $      11.077        $11.254       $11.020        $10.698        $9.999
Unit value at end of period                   $      11.610        $11.077       $11.254        $11.020       $10.698
Number of units outstanding at end of period         16,212         19,865        24,975         21,858        12,077
Templeton Pacific Growth Fund **
Unit value at beginning of period             $      12.802        $14.233        $9.761    $10.000****       N/A
Unit value at end of period                   $      13.015        $12.802       $14.233         $9.761       N/A
Number of units outstanding at end of period         24.775         27,231        14,240            534       N/A
Rising Dividends Fund
Unit value at beginning of period                    $9.769        $10.327       $10.848    $10.000****       N/A
Unit value at end of period                   $      11.035         $9.769       $10.327        $10.848       N/A
Number of units outstanding at end of period         31,335         28,778        26,256          8,388       N/A
Templeton International Equity Fund ***
Unit value at beginning of period             $      12.161        $12.226        $9.642    $10.000****       N/A
Unit value at end of period                   $      13.005        $12.161       $12.226         $9.642       N/A
Number of units outstanding at end of period         59,054         60,464        24,026          1,329       N/A
Templeton Developing Markets Equity Fund
Unit value at beginning of period                    $9.454    $10.000****       NA            N/A            N/A
Unit value at end of period                          $9.678         $9.454       NA            N/A            N/A
Number of units outstanding at end of period         12,870          9,774       NA            N/A            N/A
Templeton Global Growth Fund
Unit value at beginning of period             $      10.201    $10.000****       NA            N/A            N/A
Unit value at end of period                   $      10.855        $10.201       NA            N/A            N/A
Number of units outstanding at end of period         21,842         14,637       NA            N/A            N/A
Templeton Global Asset Allocation Fund
Unit value at beginning of period             $  10.000****            N/A       NA            N/A            N/A
Unit value at end of period                   $      10.097            N/A       NA            N/A            N/A
Number of units outstanding at end of period            400            N/A       NA            N/A            N/A

<S>                                           <C>            <C>
(Number of units in thousands)                                January 9,
                                               Year ended      1989 to
                                              December 31,   December 31,
Franklin Valuemark Funds:                         1990           1989
                                              ____________   _____________
Money Market Fund
Unit value at beginning of period                   $10.637        $10.000
Unit value at end of period                         $11.288        $10.637
Number of units outstanding at end of period          5,768          1,199
Growth and Income Fund*
Unit value at beginning of period                   $10.180        $10.000
Unit value at end of period                          $9.803        $10.180
<PAGE>
Number of units outstanding at end of period          5,356          1,662
Precious Metals Fund
Unit value at beginning of period                   $12.247        $10.000
Unit value at end of period                         $10.387        $12.247
Number of units outstanding at end of period          1,015            167
High Income Fund
Unit value at beginning of period                   $10.021        $10.000
Unit value at end of period                          $9.026        $10.021
Number of units outstanding at end of period          1,056            612
Real Estate Securities Fund
Unit value at beginning of period                   $10.368        $10.000
Unit value at end of period                          $9.000        $10.368
Number of units outstanding at end of period            200             57
U.S. Government Securities Fund
Unit value at beginning of period                   $10.427        $10.000
Unit value at end of period                         $11.199        $10.427
Number of units outstanding at end of period          5,450          1,102
Utility Equity Fund
Unit value at beginning of period                   $12.010        $10.000
Unit value at end of period                         $12.062        $12.010
Number of units outstanding at end of period          6,300          1,173
Zero Coupon - 1995 Fund
Unit value at beginning of period                   $10.358        $10.000
Unit value at end of period                         $11.160        $10.358
Number of units outstanding at end of period          2,098            244
Zero Coupon - 2000 Fund
Unit value at beginning of period                   $10.961        $10.000
Unit value at end of period                         $11.446        $10.961
Number of units outstanding at end of period          1,041            162
Zero Coupon - 2005 Fund
Unit value at beginning of period                   $11.406        $10.000
Unit value at end of period                         $11.545        $11.406
Number of units outstanding at end of period            406             86
Zero Coupon - 2010 Fund
Unit value at beginning of period                   $11.486        $10.000
Unit value at end of period                         $11.390        $11.486
Number of units outstanding at end of period            581            194
Global Income Fund
Unit value at beginning of period                   $10.813        $10.000
Unit value at end of period                         $11.706        $10.813
Number of units outstanding at end of period          1,322            278
Investment Grade Intermediate Bond Fund
Unit value at beginning of period                   $10.635        $10.000
Unit value at end of period                         $11.281        $10.635
Number of units outstanding at end of period            595            200
Income Securities Fund
Unit value at beginning of period                   $10.783        $10.000
Unit value at end of period                          $9.842        $10.783
<PAGE>
Number of units outstanding at end of period          3,011          1,508
Adjustable U.S. Government Fund
Unit value at beginning of period                   $10.000       N/A
Unit value at end of period                          $9.999       N/A
Number of units outstanding at end of period             75       N/A
Templeton Pacific Growth Fund **
Unit value at beginning of period                  N/A            N/A
Unit value at end of period                        N/A            N/A
Number of units outstanding at end of period       N/A            N/A
Rising Dividends Fund
Unit value at beginning of period                  N/A            N/A
Unit value at end of period                        N/A            N/A
Number of units outstanding at end of period       N/A            N/A
Templeton International Equity Fund ***
Unit value at beginning of period                  N/A            N/A
Unit value at end of period                        N/A            N/A
Number of units outstanding at end of period       N/A            N/A
Templeton Developing Markets Equity Fund
Unit value at beginning of period                  N/A            N/A
Unit value at end of period                        N/A            N/A
Number of units outstanding at end of period       N/A            N/A
Templeton Global Growth Fund
Unit value at beginning of period                  N/A            N/A
Unit value at end of period                        N/A            N/A
Number of units outstanding at end of period       N/A            N/A
Templeton Global Asset Allocation Fund
Unit value at beginning of period                  N/A            N/A
Unit value at end of period                        N/A            N/A
Number of units outstanding at end of period       N/A            N/A
<FN>    
    #  As of June 30, 1995, the Small Cap Fund had not yet commenced operations.    

    *  Prior to May 1, 1995, the Growth and Income Fund was known as the Equity Growth Fund.    

  **  Prior to October 15, 1993, the Templeton Pacific Growth Fund was known as the Pacific Growth Fund     

 ***  Prior to October 15, 1993, the Templeton International Equity Fund was known as the International Equity Fund

****  Unit Value at inception was $10.00
</TABLE>








<PAGE>
   The Accumulation Unit Value at the inception was $10.00 for each Fund. 
Inception  was  1/24/89 for the Growth and Income, Global Income, High Income,
Income  Securities,  Precious  Metals, Real Estate Securities, Utility Equity,
Investment  Grade  Intermediate  Bond  and Money Market Funds; 3/13/89 for the
U.S.  Government  Securities  and  the four Zero Coupon Funds; 12/3/90 for the
Adjustable  U.S.  Government  Fund, 1/24/92 for the Rising Dividends Fund, the
Templeton  International  Equity  Fund  and the Templeton Pacific Growth Fund;
3/15/94 for the Templeton Global Growth Fund; the Templeton Developing Markets
Equity  Fund  and  5/1/95  for the Templeton Global Asset Allocation Fund. The
Small Cap Fund is new in 1995.    

                                 THE COMPANY

Allianz  Life  Insurance  Company  of North America (the "Company") is a stock
life  insurance  company organized under the laws of the state of Minnesota in
1896.  On April 1, 1993, the Company changed its name from North American Life
and Casualty Company ("NALAC") to its present name.  The Company is a
wholly-owned subsidiary of Allianz Versicherungs-AG Holding ("Allianz"). 
Allianz  is headquartered in Munich, Germany, and has sales outlets throughout
the  world.    Both NALAC and Fidelity Union Life Insurance Company of Dallas,
Texas  have  been owned by Allianz since 1979.  Over the last decade there has
been  a  gradual consolidation of operations.  On May 31, 1993, Fidelity Union
was consolidated into the Company.  The Company offers fixed and variable life
insurance and annuities, and group life, accident and health insurance.

NALAC  Financial  Plans, Inc. is a wholly-owned subsidiary of the Company.  It
provides  marketing  services for the Company and is the principal underwriter
of the Contracts.  NALAC Financial Plans, Inc. is reimbursed for expenses
incurred in the distribution of the Contracts.

Administration for the Contract is provided at the Company's VIP Service
Center: P.O. Box 30343, Tampa, FL 33630-3343, (800) 774-5001.

                             THE VARIABLE ACCOUNT

The  Variable Account was established pursuant to a resolution of the Board of
Directors on May 31, 1985.  The Variable Account is registered with the
Securities and Exchange Commission as a unit investment trust under the
Investment Company Act of 1940, as amended (the "1940 Act").

The  assets of the Variable Account are the property of the Company.  However,
the  assets  of the Variable Account equal to the reserves, and other contract
liabilities with respect to the Variable Account, are not chargeable with
liabilities arising out of any other business the Company may conduct. Income,
gains and losses, whether or not realized, are, in accordance with the
Contracts,  credited to or charged against the Variable Account without regard


<PAGE>
to  other  income,  gains or losses of the Company.  The Company's obligations
arising under the Contracts are general corporate obligations.

The  Variable  Account  meets the definition of a "separate account" under the
federal securities laws.
   
The Variable Account is divided into Sub-accounts with the assets of each
Sub-account invested in one of the Funds of Franklin Valuemark Funds.
Currently, there are twenty-two  Funds available under Franklin Valuemark
Funds.    

                           FRANKLIN VALUEMARK FUNDS
   
Each of the twenty-two Sub-Accounts of the Variable Account is invested solely
in the shares of one of the twenty-two Funds of Franklin Valuemark Funds
("Trust").   The Trust is an open-end management investment company registered
under  the 1940 Act. While a brief summary of the investment objectives is set
forth below, more comprehensive information, including a discussion of
potential  risks, is found in the accompanying prospectus for the Trust, which
is  included  with this Prospectus. PURCHASERS SHOULD READ THIS PROSPECTUS AND
THE ACCOMPANYING PROSPECTUS FOR THE TRUST CAREFULLY BEFORE INVESTING.    
   
Franklin  Advisers,  Inc.  ("Advisers"), 777 Mariners Island Blvd., San Mateo,
California  94404  , serves as each Fund's (except the Templeton Global Growth
Fund,  the  Templeton  Developing Markets Equity Fund and the Templeton Global
Asset  Allocation  Fund)  investment  manager.  The investment manager for the
Templeton Global Growth Fund and the Templeton Global Asset Allocation Fund is
Templeton,  Galbraith  & Hansberger, Ltd., Lyford Cay Nassau, N.P. Bahamas. As
of October 1, 1995, the investment manager for the Templeton Developing
Markets  Equity  Fund is Templeton Investment Management (Singapore) Pte Ltd.,
20  Raffles Place, Ocean Towers, Singapore.  All investment managers, advisers
or  sub-advisers  are referred to collectively as "Managers." The Managers are
direct  or  indirect  wholly-owned subsidiaries of Franklin Resources, Inc., a
publicly-owned holding company.  The Managers, subject to the overall
policies,  control  and  direction  and review of the Board of Trustees of the
Trust,  are  responsible for recommending and providing advice with respect to
each Fund's investments, and for determining which securities will be
purchased, retained or sold as well as for execution of portfolio
transactions. Certain Managers have retained one or more Sub-Advisers to
handle the day-to-day management of a Fund.  Advisers act as investment
manager or administrator to 33 U.S. registered investment companies (111
separate series) with aggregate assets of over $75 billion.    

Templeton  Global  Investors,  Inc., Broward Financial Centre, Suite 2100, Ft.
Lauderdale,  Florida,  provides certain administrative facilities and services
for certain of the Funds.


<PAGE>
Franklin  Templeton  Investor  Services,  Inc., 777 Mariners Island Blvd., San
Mateo, California 94404, also a wholly-owned subsidiary of Franklin Resources,
Inc.,  maintains  the  records  of the Trust's shareholder accounts, processes
purchases and redemptions of shares, and serves as each Fund's dividend paying
agent.

                          Description of The Funds 
   
FUND SEEKING STABILITY
OF PRINCIPAL AND INCOME

Money Market Fund

The Money Market Fund seeks high current income, consistent with capital
preservation  and  liquidity.  The Fund will pursue its objective by investing
exclusively  in  high  quality money market instruments.  An investment in the
Fund is neither insured nor guaranteed by the U.S. Government. The Fund
attempts  to maintain a stable net asset value of $1.00 per share, although no
assurances can be given that the Fund will be able to do so.    
   
FUNDS SEEKING CURRENT INCOME

Adjustable U.S. Government Fund

The Adjustable U.S. Government Fund seeks a high level of current income,
consistent with lower volatility of principal, by investing primarily in
adjustable rate securities which are issued or guaranteed by the U.S.
government, its agencies or instrumentalities.    

Global Income Fund
   
The  Global  Income Fund seeks a high level of current income, consistent with
preservation of capital, with capital appreciation as a secondary
consideration,  through  investing  in  foreign and domestic debt obligations,
including  up  to  25%  in high yield, high risk, lower rated debt obligations
(commonly  referred  to  as  "junk bonds") and related currency transactions. 
Investing  in  a  non-diversified fund of global securities including those of
developing  markets  issuers  involves increased susceptibility to the special
risks associated with foreign investing.    

High Income Fund
   
The High Income Fund seeks a high level of current income, with capital
appreciation  as  a  secondary objective, by investing in debt obligations and
dividend-paying  common  and  preferred  stocks. Debt obligations include high
yield,  high risk, lower rated obligations (commonly referred to as "junk


<PAGE>
bonds") which involve increased risks related to the creditworthiness of their
issuers.    

Investment Grade Intermediate Bond Fund
   
The Investment Grade Intermediate Bond Fund seeks current income, consistent
with preservation of capital, primarily through investment in
intermediate-term, investment grade corporate obligations and in U.S.
government securities.    

The U.S. Government Securities Fund
   
The U.S. Government Securities Fund seeks current income and safety of capital
by investing exclusively in obligations issued or guaranteed by the U.S.
government or its agencies or instrumentalities.    

Zero Coupon Funds

There  are four Zero Coupon Funds.  Each of the Funds matures in the specified
target year as follows:

Zero Coupon Fund - 1995
Zero Coupon Fund - 2000
Zero Coupon Fund - 2005
Zero Coupon Fund - 2010
   
The  four  Zero Coupon Funds seek a high investment return consistent with the
preservation  of capital, by investing primarily in zero coupon securities. In
response  to  interest  rate  changes, these securities may experience greater
fluctuations in market value than interest paying securities of similar
maturities. The Funds may not be appropriate for short-term investors or those
who intend to withdraw monay before the maturity date.    

Additional  Zero Coupon Funds may be added to the Trust in the future.  Should
any such Funds be available for investment at the maturity date of any
existing Zero Coupon Fund, such Funds will be available as an investment
option  for  Contract Owners who select such option.  If no selection has been
made by a Contract Owner prior to the maturity date of a Zero Coupon Fund, the
Account  Value held in the Sub-Account underlying the Owner's Contract will be
automatically  transferred  to  the Money Market Sub-Account. The Company will
notify  the  Owner  of a maturing Zero Coupon Fund in writing at least 30 days
prior to the maturity.  Included with the notification will be investment
options  available  at that time as well as the automatic Money Market option.

THE ZERO COUPON FUND-1995 WILL MATURE DECEMBER 15, 1995. The Zero Coupon Funds
may not be appropriate for Contract Owners who do not plan to have their
purchase  payments  invested in the Zero Coupon Sub-Accounts for the long-term
or until maturity of the portfolio.
<PAGE>
   FUNDS SEEKING GROWTH AND INCOME

Growth and Income Fund

The  Growth  and  Income  Fund (formerly the Equity Growth Fund) seeks capital
appreciation, with current income return as a secondary objective, by
investing  primarily in U.S. common stocks, securities convertible into common
stocks, preferred stocks and debt securities.     

Income Securities Fund
   
The Income Securities Fund seeks to maximize income while maintaining
prospects  for capital appreciation by investing in a diversified portfolio of
domestic  and  foreign,  including developing markets, debt obligations and/or
equity securities.  Debt obligations include high yield, high risk, lower
rated obligations (commonly referred to as "junk bonds") which involve
increased risks related to the creditworthiness of their issuers.    

Rising Dividends Fund

The Rising Dividends Fund seeks capital appreciation, primarily through
investment  in  the equity securities of companies that have paid consistently
rising  dividends over the past ten years.  Preservation of capital is also an
important  consideration.  The Fund seeks current income incidental to capital
appreciation.

Templeton Global Asset Allocation Fund
   
The  Templeton Global Asset Allocation Fund seeks a high level of total return
through a flexible policy of investing in equity securities, debt obligations,
and  money  market  instruments of issuers in any nation, including developing
markets  nations.  The mix of investments among the three market segments will
be  adjusted in an attempt to capitalize on total return potential produced by
changing  economic conditions throughout the world. Foreign investing involves
special risks.    

Utility Equity Fund
   
The  Utility Equity Fund seeks both capital appreciation and current income by
investing in securities of domestic and foreign, including developing markets,
issuers engaged in the public utilities industry.    
   
FUNDS SEEKING CAPITAL GROWTH

Precious Metals Fund

The Precious Metals Fund seeks capital appreciation, with current income
return as a secondary objective, by concentrating its investments in
<PAGE>
securities of U.S. and foreign companies including those in developing
markets,  engaged  in mining, processing or dealing in gold and other precious
metals.    

Real Estate Securities Fund

The Real Estate Securities Fund seeks capital appreciation, with current
income  return  as  a secondary objective, by concentrating its investments in
publicly traded securities of U.S. companies in the real estate industry.
   
Small Cap Fund

The Small Cap Fund seeks long-term capital growth.  The Fund seeks to
accomplish  its objective by investing primarily in equity securities of small
capitalization growth companies.  The Fund may also invest in foreign
securities,  including  those  of  developing markets issuers.  Because of the
Fund's  investments  in  small  capitalization companies, an investment in the
Fund may involve greater risks and higher volatility and should not be
considered a complete investment program.    

Templeton Developing Markets Equity Fund
   
The Templeton Developing Markets Equity Fund seeks long-term capital
appreciation.  The Fund seeks to achieve this objective by investing primarily
in  equities  of  issuers in countries having developing markets.  The Fund is
subject  to  the heightened foreign securities investment risks that accompany
foreign  developing  markets  and  an investment in the Fund may be considered
speculative.    

Templeton Global Growth Fund

The  Templeton  Global  Growth  Fund seeks long-term capital growth.  The Fund
hopes to achieve its objective through a flexible policy of investing in
stocks and debt obligations of companies and governments of any nation,
including developing markets.  The realization of income, if any, is only
incidental to accomplishment of the Fund's objective of long-term capital
growth. Foreign investing involves special risks.

Templeton International Equity Fund
   
The  Templeton  International  Equity Fund seeks long-term growth of capital. 
Under  normal  conditions,  the International Equity Fund will invest at least
65% of its total assets in an internationally mixed portfolio of foreign
equity  securities  which  trade  on markets in countries other than the U.S.,
including  developing  markets,  and  are (i) issued by companies domiciled in
countries other than the U.S. or (ii) issued by companies that derive at least
50%  of either their revenues or pre-tax income from activities outside of the
U.S. Foreign investing involves special risks.    
<PAGE>
Templeton Pacific Growth Fund

The Templeton Pacific Growth Fund seeks long-term growth of capital, primarily
through  investing at least 65% of its total assets in equity securities which
trade on markets in the Pacific Rim, including developing markets, and (i) are
issued  by  companies domiciled in the Pacific Rim or (ii) issued by companies
that derive at least 50% of either their revenues or pre-tax income from
activities in the Pacific Rim. Investing in a portfolio of geographically
concentrated foreign securities, including developing markets, involves
increased susceptibility to the special risks of foreign investing and an
investment in the Fund may be considered speculative.
   
The Templeton Global Asset Allocation Fund, Templeton Developing Markets
Equity Fund, Templeton Global Growth Fund, Global Income Fund, Income
Securities Fund, Investment Grade Intermediate Bond Fund, Templeton
International  Equity  Fund, Money Market Fund, Templeton Pacific Growth Fund,
Precious  Metals  Fund, Small Cap Fund and Utility Equity Fund may invest more
than  10% of their total net assets in foreign securities which are subject to
special and additional risks related to currency fluctuations, market
volatility and economic, social and political uncertainty; investing in
developing markets involves similar but heightened risks related to the
relatively  small size and lesser liquidity of these markets. See "Highlighted
Risk Considerations - Foreign Transactions" in the Trust Prospectus.    
   
The  High  Income Fund and the Income Securities Fund may invest up to 100% of
their  respective net assets in debt obligations rated below investment grade,
commonly known as "junk bonds", or in obligations which have not been rated by
any  rating  agency.  Investments rated below investment grade involve greater
risks, including price volatility and risk of default than investments in
higher rated obligations.  Investors should carefully consider the risks
associated  with  an  investment  in these Funds in light of the securities in
which  they  invest.   See "Highlighted Risk Considerations - Lower Rated Debt
Obligations" in the Trust Prospectus.    

General 

There  is no assurance that the investment objectives of any of the Funds will
be met.  Contract Owners bear the complete investment risk.

Additional Funds and/or additional Eligible Investments may, from time to
time, be made available as investments to underlie the Contract.  However, the
right to make such selections will be limited by the terms and conditions
imposed on such transactions by the Company.  (See "Purchase Payments and
Contract Value - Allocation of Net Purchase Payment.")




<PAGE>
Substitution of Securities 

If the shares of any Fund of the Trust should no longer be available for
investment by the Variable Account or if, in the judgment of the Company,
further  investment  in such shares should become inappropriate in view of the
purpose of the Contract, the Company may substitute shares of another Eligible
Investment  (or  Fund within the Trust).  No substitution of securities in any
Sub-account may take place without prior approval of the Securities and
Exchange Commission and under such requirements as it may impose.

Voting Rights 

In  accordance  with its view of present applicable law, the Company will vote
the  shares  of  the Trust held in the Variable Account at special meetings of
the  shareholders  of  the Trust in accordance with instructions received from
persons  having the voting interest in the Variable Account.  The Company will
vote shares for which it has not received instructions, as well as shares
attributable to it, in the same proportion as it votes shares for which it has
received instructions.  The Trust does not hold regular meetings of
shareholders.

The  number of shares which a person has a right to vote will be determined as
of  a  date to be chosen by the Company not more than sixty (60) days prior to
the  meeting  of  the Trust.  Voting instructions will be solicited by written
communication at least fourteen (14) days prior to the meeting.

Trust  shares are issued and redeemed only in connection with variable annuity
contracts and variable life insurance policies issued through separate
accounts  of  the  Company and its affiliates.  The Trust does not foresee any
disadvantage  to Contract Owners arising out of the fact that the Trust may be
made  available  to  separate  accounts which are used in connection with both
variable annuity and variable life insurance products.  Nevertheless, the
Trust's  Board  of Trustees intends to monitor events in order to identify any
material  irreconcilable  conflicts  which may possibly arise and to determine
what  action, if any, should be taken in response thereto.  If such a conflict
were  to  occur, one of the separate accounts might withdraw its investment in
the Trust.  This might force the Trust to sell portfolio securities at
disadvantageous prices.

                            CHARGES AND DEDUCTIONS
   
Various  charges  and deductions are made from the single Purchase Payment and
the Variable Account.  These charges and deductions are:    

Deduction for Mortality and Expense Risk Charge 

The Company deducts on each Valuation Date a Mortality and Expense Risk Charge
which  is  equal, on an annual basis, to 1.25% of the average daily net assets
<PAGE>
of  the Variable Account (consisting of approximately .90% for mortality risks
and approximately .35% for expense risks).  The mortality risks assumed by the
Company arise from its contractual obligation to make annuity payments for the
life of the Annuitant in accordance with annuity rates guaranteed in the
Contracts.  The expense risk assumed by the Company is that all actual
expenses involved in administering the Contracts, including Contract
maintenance costs, administrative costs, mailing costs, data processing costs,
legal  fees, accounting fees, filing fees, and the costs of other services may
exceed the amount recovered from the Administrative Expense Charge.

If  the  Mortality and Expense Risk Charge is insufficient to cover the actual
costs, the loss will be borne by the Company.  Conversely, if the amount
deducted proves more than sufficient, the excess will be a profit to the
Company.  The Company expects to profit from this charge.

The  Mortality and Expense Risk Charge is guaranteed by the Company and cannot
be increased.

Deduction for Administrative Expense Charge 

The  Company  deducts  on each Valuation Date an Administrative Expense Charge
which  is  equal, on an annual basis, to 0.15% of the average daily net assets
of the Variable Account.  This charge is to reimburse the Company for the
expenses  it  incurs in the establishment and maintenance of the Contracts and
the Variable Account.  These expenses include, but are not limited to: 
preparation  of  the  Contracts, confirmations, annual reports and statements,
maintenance of Contract records, maintenance of Variable Account records,
administrative  personnel  costs,  mailing costs, data processing costs, legal
fees,  accounting fees, filing fees, the costs of other services necessary for
Contract  servicing,  and  all accounting, valuation, regulatory and reporting
requirements.    The Company does not intend to profit from this charge.  This
charge will be reduced to the extent that the amount of this charge is in
excess of that necessary to reimburse the Company for its administrative
expenses.    Should this charge prove to be insufficient, the Company will not
increase this charge and will incur the loss.

Deduction for Premium Taxes 
   
Premium taxes or other taxes payable to a state, municipality or other
governmental entity will be charged against the Single Purchase Payment. 
Premium  taxes  currently  imposed  by certain states on the Contracts offered
hereby  range  from  0% to 3.5% of premiums paid.  For information regarding a
particular  state's premium tax a purchaser should contact his or her agent or
the Company's VIP Service Center.    




<PAGE>
Deduction for Income Taxes 

While  the Company is not currently maintaining a provision for federal income
taxes,  the Company has reserved the right to establish a provision for income
taxes  if it determines, in its sole discretion, that it will incur a tax as a
result  of the operation of the Variable Account.  The Company will deduct for
any  income  taxes incurred by it as a result of the operation of the Variable
Account  whether  or not there was a provision for taxes and whether or not it
was sufficient.

Deduction for Trust Expenses 

There  are  other deductions from, and expenses paid out of, the assets of the
Trust which are described  in  the  accompanying  Trust  prospectus.

                              ANNUITY PROVISIONS

Income Date

Income Date is the date on which annuity payments begin.  The
Contract  Owner  selects an Income Date at the time of issue.  The Income Date
must  be  the first or fifteenth day of a calendar month and not later than 60
days from the Effective Date.

Annuity Options 

The  Contract  provides  an Annuity under one of the Annuity Options described
below,  provided  the Annuitant or any Joint Annuitant are alive on the Income
Date.    Once selected, the option is irrevocable.  The amount of each payment
depends upon the Annuity Option chosen and the Annuitant's and any Joint
Annuitant's Age on the Annuity Calculation Date.  Additionally, annuity
payments  under  all  Options  will vary with the investment experience of the
Sub-account(s)  of the Variable Account and may be either higher or lower than
the first payment. 

The Annuity Options currently available are:

Option 1 - Life Annuity.  Monthly annuity payments are paid during the life of
the Annuitant ceasing with the last annuity payment due prior to the
Annuitant's death.

Option 2 - Life Annuity with 60, 120, 180, or 240 Monthly Payments Guaranteed.
 Monthly annuity payments are paid during the life of an Annuitant with a
guarantee  that  if, at the Annuitant's death, annuity payments have been made
for less than a 60, 120, 180 or 240 month period as elected, then annuity
payments  will be continued thereafter to the Beneficiary for the remainder of
the  guaranteed  period.   The Beneficiary may elect to have the present value
(determined  as  set forth in the Contract) of the guaranteed annuity payments
<PAGE>
remaining  paid  in  a  lump sum, less the applicable commutation factor of 5%
(subject  to  applicable  state law and regulation).  The Company will require
the return of the Contract and proof of death prior to the payment of any
commuted values.

Option 3 - Joint and Last Survivor Annuity.  Monthly annuity payments are paid
during  the joint lifetime of the Annuitant and the Joint Annuitant.  Upon the
death  of  the Annuitant, if the Joint Annuitant is then living, payments will
be  paid  thereafter during the remaining lifetime of the Joint Annuitant at a
level  of 100%, 75% or 50% of the original level as elected.  Monthly payments
cease with the final annuity payment due prior to the survivor's death.

Option  4  -  Joint and Last Survivor Annuity with 60, 120, 180 or 240 Monthly
Payments Guaranteed.  Monthly annuity payments are paid during the joint
lifetime  of the Annuitant and the Joint Annuitant.  Monthly payments are paid
thereafter during the remaining lifetime of the Joint Annuitant at 100% of the
original level.  If, after the death of both the Annuitant and the Joint
Annuitant, annuity payments have been made for less than a 60, 120, 180 or 240
month  period as elected then annuity payments will be continued thereafter to
the  Beneficiary  for the remainder of the guaranteed period.  The Beneficiary
may  elect to have the present value (determined as set forth in the Contract)
of the guaranteed annuity payments remaining paid in a lump sum, less the
applicable commutation factor of 5% (subject to applicable state law and
regulation).  The Company will require the return of the Contract and proof of
death prior to the payment of any commuted values.

Option  5 -  Refund Life Annuity. Monthly annuity payments are paid during the
life  of  the Annuitant ceasing with the last annuity payment due prior to the
Annuitant's death with a guarantee that at the Annuitant's death, the
Beneficiary will receive a single cash payment (refund) equal to the then
dollar  value of the number of Annuity Units equal to (1) the total net amount
applied to purchase the Annuity divided by the Annuity Unit value used to
determine  the  first  annuity payment, minus (2) the product of the number of
the Annuity Units represented by each payment and the number of payments made.
This  calculation will be made based upon the assumption that the allocation
of  Annuity  Units  actually in-force at the time of the Annuitant's death had
been the allocation of Annuity Units at issue and at all times thereafter.  If
this value is negative, a zero result occurs.

   Determination of Annuity Payments    

On the Annuity Calculation Date, a fixed number of Annuity Units will be
purchased, determined as follows:

The first annuity payment is equal to the Contract Value allocated to the
Variable Account divided first by $1,000 and then multiplied by the
appropriate  annuity  payment  amount for each $1,000 of value for the Annuity
Option  selected.    In  each Sub-account the fixed number of Annuity Units is
<PAGE>
determined  by  dividing  the amount of the initial annuity payment determined
for each Sub-account by the Annuity Unit value on the Annuity Calculation
Date.    Thereafter,  the  number of Annuity Units in each Sub-account remains
unchanged  unless the Contract Owner elects to transfer between Sub-accounts. 
All calculations will appropriately reflect the annuity payment frequency
selected.

On  each subsequent annuity payment date, the total annuity payment is the sum
of  the annuity payments determined for each Sub-account.  The annuity payment
in  each  Sub-account is determined by multiplying the number of Annuity Units
then allocated to such Sub-account by the Annuity Unit value for that
Sub-account.

For  each  Sub-account, the value of an Annuity Unit was initially established
at  $1.00.   On each subsequent Valuation Date the value of an Annuity Unit is
determined in the following way:

First:    The  Net  Investment Factor is determined by dividing (a) by (b) and
adding (c) to the result, where:

    a.  is the net increase or decrease in the Net Asset Value per share of
the Fund (or other Eligible Investment) plus the per share amount of any
dividend or capital gain distribution paid by the Fund (or Eligible
Investment)  during  the Valuation Period, plus or minus a per share charge or
credit  for any Taxes incurred by or reserved for in the Sub-account as of the
end of the current Valuation Period which the Company determines to have
resulted from maintenance of the Sub-account; and

     b.  is the Net Asset Value per share of the Fund (or other Eligible
Investment) at the beginning of the Valuation Period, plus or minus a per
share charge or credit for any Taxes incurred by or reserved for in the
Sub-account  as of the end of the immediately preceding Valuation Period which
the  Company  determines to have resulted from maintenance of the Sub-account;
and

     c.  is the net result of 1.000 less the Valuation Period deduction for
the charges to the Sub-account.

The Net Investment Factor may be more or less than one.

Second:  The value of an Annuity Unit for a Valuation Date is equal to:

     a.  the value of the Annuity Unit on the immediately preceding Valuation
Date;

     b.  multiplied by the Net Investment Factor for the Valuation Period
ending on the current Valuation Date;

<PAGE>
     c.  divided by the Assumed Net Investment Factor (see below) for the
Valuation Period.

The  Assumed Net Investment Factor is equal to one plus the Assumed Investment
Return  which is used in determining the basis for the purchase of an Annuity,
adjusted  to  reflect the particular Valuation Period.  For example, with a 5%
Assumed  Investment  Return,  the Assumed Net Investment Factor for a one-year
Valuation  Period  would be 1.05.  For a one-day Valuation Period, the Assumed
Net Investment Factor would be 1.00013368062.

The Assumed Investment Return is the investment return upon which annuity
payments  are based.  Income will increase from one annuity Income Date to the
next if the annualized Net Rate of Return during that time is greater than the
Assumed Investment Return and will decrease if the annualized Net Rate of
Return is less than the Assumed Investment Return.

A Contract Owner may choose either a 5% or a 3% Assumed Investment Return.  If
the Contract Owner does not choose one, the 5% Assumed Investment Return
automatically  applies.   Choosing the 5% Assumed Investment Return instead of
the  3%  Assumed  Investment  Return will result in a higher initial amount of
income, but income will increase more slowly during periods of good investment
performance of the Trust and decrease more rapidly during periods of poor
investment performance.

The variable annuity benefits provided for under the Contract are based upon: 
(a) the 1983(a) Blended Unisex Mortality Table with 50% female content,
projected to the year 2000 with Projection Scale G; (b) the Assumed Investment
Return, and (c) any applicable taxes.


                                THE CONTRACTS

Ownership 
   
The  Annuitant  is  the  Contract Owner.  The Contract Owner exercises all the
rights  of  the  Contract,  subject to the rights of (1) any assignee under an
assignment filed with the Company's VIP Service Center, and (2) any
irrevocably named Beneficiary.    

Upon  the  death  of the Contract Owner, the Joint Annuitant, if not already a
Joint  Owner, will become the Contract Owner.  On or after the Income Date, if
there is no Joint Annuitant or upon the death of the Joint Annuitant, the
Beneficiary(ies) become the Owner(s) of their respective shares.

If the Contract Owner dies before the Income Date and there is no Joint
Annuitant, the Contract will be treated as if it had never been issued and the
Company will return the Single Purchase Payment to the Contract Owner's
Estate.
<PAGE>
Assignment 
   
The Contract Owner may assign the Contract.  A copy of any assignment must be
filed with  the Company's VIP Service Center.  The Company is not responsible
for the validity of any assignment.  If the Contract is assigned, the Contract
Owner's  rights and those of any revocably-named person will be subject to the
assignment.    An assignment will not affect any payments the Company may make
or  actions  it  may  take before such assignment has been recorded at its VIP
Service Center.    

If the Contract is issued pursuant to a qualified plan, it may not be
assigned, pledged or otherwise transferred except as may be allowed under
applicable law.

Beneficiary 

One  or  more  Beneficiaries  and/or Contingent Beneficiaries are named by the
Contract Owner and are entitled to receive any death benefits to be paid.

Change of Beneficiary 
   
The Contract Owner may change a Beneficiary or Contingent Beneficiary by
filing  a written request with the Company at its VIP Service Center unless an
irrevocable Beneficiary designation was previously filed.  After the change is
recorded,  it  will take effect as of the date the request was signed.  If the
request reaches the VIP Service Center after the Contract Owner dies but
before  any  payment  to a Beneficiary is made, the change will be valid.  The
Company will not be liable for any payment made or action taken before it
records the change.    

Death of Beneficiary 

Unless the Contract Owner provided otherwise, any amount payable after his/her
death and that of any Joint Annuitant will be payable:

     (1)  in equal shares to such Beneficiaries as are then living;

     (2)  if no Beneficiary is then living, payment will be made in equal
shares to such Contingent Beneficiaries as are then living;

      (3)  if no Beneficiary or Contingent Beneficiary is then living, payment
will be made to the Contract Owner's estate.

Annuitant 

The Annuitant is the primary person upon whose continuation of life any
annuity  payment  involving life contingencies depends.  The Contract Owner is
the Annuitant.  A Joint Annuitant is a person other than the Annuitant on
<PAGE>
whose  life  annuity payments may also be based.  The Annuitant, and any Joint
Annuitant, must be a natural person.

                          PROCEEDS PAYABLE AT DEATH

If the Contract Owner dies before the Income Date and there is no Joint
Annuitant, the Contract will be treated as if it had never been issued and the
Company will return the Single Purchase Payment to the Contract Owner's
estate.

If  the  Contract  Owner has chosen either Option 3 or Option 4 and either the
Contract Owner or the Joint Annuitant dies before the Income Date, the Annuity
Option  will  be changed to Option 2 with 120 monthly payments guaranteed.  If
the  life  expectancy  of  the survivor is less than 120 months, the period of
guaranteed payments will be 60 months.

If  the Contract Owner or Joint Annuitant die on or after the Income Date, the
death benefit, if any, will be payable under the selected Annuity Option.  The
Company will require proof of death.

                     PURCHASE PAYMENTS AND CONTRACT VALUE

Single Purchase Payment 
   
The Single Purchase Payment is paid to the Company at its VIP Service Center. 
The  minimum  purchase  payment  the Company will accept is $35,000.  Contract
Owners  can acquire more than one Contract and the Single Purchase Payment for
each  need not be $35,000 if the average purchase payment for each Contract is
$35,000 or more.    

Net Purchase Payment 

The Net Purchase Payment is equal to the Single Purchase Payment less any
Taxes levied on the purchase payment.

Allocation of Net Purchase Payment 

The  Net  Purchase  Payment is allocated to one or more of the Sub-accounts of
the  Variable Account on the Effective Date.  The requested allocation to each
Sub-account is made in percentages of the Net Purchase Payment.  Whole
percentages  must  be used and each must be at least 10%.  The Company has the
right  to  allocate  the  Net Purchase Payment to the Money Market Sub-account
until  the  expiration  of  the Free-Look Period.  Thereafter, the allocations
will  be  made  to one or more of the Sub-accounts as selected by the Contract
Owner.  The Company reserves the right to limit the number of allocations that
a Contract Owner can have at any one time (except in Texas). 


<PAGE>
When  all forms required to issue the Contract are received and in good order,
the  Company  will  apply the Net Purchase Payment to the Variable Account and
credit the Contract with VIP Units within two business days of receipt.

In  addition to the underwriting requirements of the Company, good order means
that the Company has received federal funds (monies credited to a bank's
account  with its regional Federal Reserve Bank).  The Company requires proof,
satisfactory  to  it, of the Age of the Annuitant and any Joint Annuitant. The
Company will not issue a Contract if either the Annuitant or the Joint
Annuitant  are  over Age 90. If the required forms for the Contract are not in
good  order, the Company will attempt to get them in good order or the Company
will  return  the form(s) and the purchase payment within five business days. 
The Company will not retain the Net Purchase Payment for more than five
business days while processing incomplete forms unless it has been so
authorized by the purchaser.

Contract Value 

The  Net  Purchase  Payment is allocated among the various Sub-accounts within
the Variable Account.  For each Sub-account, the Net Purchase Payment is
converted into VIP Units.  The Contract Value on or before the Annuity
Calculation Date is the sum of the values for the Contract within each
Sub-account.    The value within each Sub-account is determined by multiplying
the number of VIP Units attributable to the Contract in the Sub-account by the
VIP Unit value for the Sub-account.  On the Annuity Calculation Date, the
Contract Value is converted to annuity payments.

VIP Unit 

When the Net Purchase Payment is allocated to the Variable Account, the amount
allocated  to  each  Sub-account is converted to VIP Units.  The number of VIP
Units  credited  to  each Sub-account is determined by dividing the portion of
the  Net Purchase Payment that is allocated to the Sub-account by the value of
the VIP Unit for the Sub-account as of the Effective Date.  The VIP Unit value
for each Sub-account was arbitrarily set initially at $10.  The VIP Unit value
for  any  later  Valuation Period on or before the Annuity Calculation Date is
determined by subtracting (b) from (a) and dividing the result by (c) where:
<TABLE>

<CAPTION>

<C>   <S>
  a.  is the net result of

      1)  the assets of the Sub-account attributable to VIP Units (i.e.,
          the aggregate value of the underlying Eligible Investments held
          at the end of such Valuation Period); plus or minus

<PAGE>
      2)  the cumulative charge or credit for Taxes reserved which is
          determined by the Company to have resulted from the operation of
          the Sub-account;

  b.  is the cumulative unpaid charge for the Mortality and Expense Risk
      Charge and for the Administrative Expense Charge (See "Charges and
      Deductions"); and

  c.  is the number of VIP Units outstanding at the end of such Valuation
      Period.
</TABLE>

The VIP Unit value may increase or decrease from Valuation Period to Valuation
Period.

Transfers 

The  Contract  Owner may transfer all or part of the Contract Owner's interest
in  a  Sub-account to another Sub-account without the imposition of any fee or
charge.

Neither the Variable Account nor the Trust are designed for professional
market  timing  organizations  or other entities using programmed and frequent
transfers. A pattern of exchanges that coincides with a "market timing"
strategy may be disruptive to a Fund. In coordination with the Trust, the
Company  reserves  the  right to restrict the transfer privilege or reject any
specific purchase payment allocation request for any person whose transactions
seem to follow a timing pattern.

All transfers are subject to the following:

       a.  no partial transfer will be made if it would result in any selected
Sub-account providing less than 10% of the benefits under the Contract.

     b.  transfers will be effected during the Valuation Period next following
receipt by the Company of a written transfer request (or by telephone, if
authorized) containing all required information.  No transfers may occur until
the end of the Free-Look Period.  (See "Highlights.")

     c.  any transfer direction must clearly specify the new allocation
percentage(s) and the    sub-accounts which are to be re-allocated.    

     d.  the Company reserves the right to limit the number of transfers among
Sub-accounts  to  not  fewer  than 6 transfers per calendar year.  The Company
also  reserves  the right at any time and without prior notice to any party to
modify  the  transfer  provisions described above, subject to applicable state
law and regulation.

<PAGE>
A Contract Owner may elect to make transfers by telephone.  To elect this
option  the Contract Owner must do so in writing to the Company.  If there are
Joint  Owners,  unless  the  Company is informed to the contrary, instructions
will  be  accepted  from either one of the Joint Owners.  The Company will use
reasonable  procedures  to confirm that instructions communicated by telephone
are  genuine.  If it does not, the Company may be liable for any losses due to
unauthorized or fraudulent instructions.  The Company tape records all
telephone instructions.

                                 DISTRIBUTOR
   
Financial  Plans,  Inc. ("NFP"), 1750 Hennepin Avenue, Minneapolis, Minnesota,
acts as the distributor of the Contracts.  NFP is a wholly-owned subsidiary of
the Company.  The Contracts are offered on a continuous basis. NFP has
subcontracted  with Franklin Advisers, Inc. ("Advisers") for it and/or certain
of its affiliates to provide certain marketing support services and NFP
compensates  these  entities  for their services.  Commissions will be paid to
broker-dealers who sell the Contracts. Broker-dealers will be paid commissions
at the time of purchase up to 4% of the Single Purchase Payment.
Broker-dealers  are  also  paid a trail commission of up to 40 basis points on
the net single premium reserve for the Contract. The Company may, by agreement
with the broker/dealer, pay commissions as a combination of a certain
percentage amount at the time of sale and a trail commission (which when
combined  could  exceed  4%  of the Single Purchase Payment).  Amounts paid to
broker-dealers by the Company will be paid out of general assets of the
Company which may include proceeds derived from the Mortality and Expense Risk
Charge the Company deducts from the Variable Account.  In addition under
certain circumstances, the Company and/or Advisers or certain of its
affiliates, under a marketing support agreement with NFP may pay certain
sellers  for  other services not directly related to the sale of the Contracts
such as special marketing support allowances.    

Delay of Payments 

The  Company reserves the right to suspend or postpone payments for any period
when:

     1.  the New York Stock Exchange is closed (other than customary weekend
and holiday closings);

     2.  trading on the New York Stock Exchange is restricted;

     3.  an emergency exists as a result of which disposal of securities held
in  the Variable Account is not reasonably practicable or it is not reasonably
practicable to determine the value of the Variable Account's net assets; or

     4.  during any other period when the Securities and Exchange Commission,
by order, so permits for the protection of Contract Owners.
<PAGE>
The applicable rules and regulations of the Securities and Exchange Commission
will govern as to whether the conditions described in 2 and 3 exist.

                       ADMINISTRATION OF THE CONTRACTS

While  the  Company  has  primary responsibility for all administration of the
Contracts,  it  has  retained  the services of Templeton Funds Annuity Company
("TFAC"  or "VIP Service Center") (in California d.b.a. Templeton Funds Life &
Annuity Insurance Company) pursuant to an Administration Agreement.  Such
administrative  services  include issuance of the Contracts and maintenance of
Contract  Owners'  records.    The Company pays all fees and charges of TFAC. 
TFAC  is an indirect wholly-owned subsidiary of Franklin Resources, Inc. which
is also the ultimate parent of all Managers to the Trust.  TFAC has also
entered  into a reinsurance agreement with the Company with respect to certain
risks under the Contracts.
<PAGE>
                               PERFORMANCE DATA

Money Market Sub-account 
   
From time to time, the Company or NFP may advertise the "yield" and "effective
yield"  of  the Money Market Sub-Account.  Both yield figures will be based on
historical  earnings and are not intended to indicate future performance.  The
"yield" of the Money Market Sub-account refers to the income generated by
Contract Values in the Money Market Sub-account over a seven-day period (which
period will be stated in the advertisement).  This income is then
"annualized."  That is, the amount of income generated by the investment
during  that  week  is assumed to be generated each week over a 52-week period
and is shown as a percentage of the Contract Values in the Money Market
Sub-account. The "effective yield" is calculated similarly but, when
annualized, the income earned by Contract Values in the Money Market
Sub-account is assumed to be reinvested.  The "effective yield" will be
slightly  higher  than  the  "yield" because of the compounding effect of this
assumed  reinvestment.    The  computation of the yield calculation includes a
deduction for the Mortality and Expense Risk Charge and Administrative Expense
Charge.    

Other Sub-accounts 
   
From  time  to  time,  the other Sub-accounts or NFP may publish their current
yields and total returns in advertisements and communications to Contract
Owners.  The current yield for each Sub-account will be calculated by dividing
the  annualization of the interest income earned by the underlying Fund during
a recent 30-day period by the maximum VIP Unit value at the end of such
period.    Total return information will include the underlying Fund's average
annual  compounded  rate of return over the most recent four calendar quarters
and  the period from the underlying Fund's inception of operations, based upon
the  value  of the VIP Units acquired through a hypothetical $1,000 investment
<PAGE>
at  the  VIP Unit value at the beginning of the specified period and the value
of the VIP Unit at the end of such period, assuming reinvestment of all
distributions  and  the deduction of the Mortality and Expense Risk Charge and
the Administrative Expense Charge.  Each Sub-account may also advertise
aggregate and average total return information over different periods 
of time.    
   
In  each  case,  the yield and total return figures will reflect all recurring
charges against the Sub-account's income, including the deduction for the
Mortality  and  Expense  Risk Charge and Administrative Expense Charge for the
applicable  time  period.    The Company or NFP may, in addition, advertise or
present  yield  or  total return performance information computed on different
basis, or for the Funds.  Contract Owners should note that the investment
results  of each Sub-account will fluctuate over time, and any presentation of
a  Sub-account's current yield or total return for any prior period should not
be  considered  as  a  representation of what an investment may earn or what a
Contract Owner's yield or total return may be in any future period. 
Hypothetical performance illustrations for a hypothetical contract may be
prepared for sales literature or advertisements.  See "Calculation of
Performance Data" in the Statement of Additional Information.    

Performance Ranking 
   
The performance of each or all of the Sub-accounts of the Variable Account may
be compared in its advertising and sales literature to the performance of
other variable annuity issuers in general or to the performance of particular
types of variable annuities investing in mutual funds, or series of mutual
funds with investment objectives similar to each of the Sub-accounts of the
Variable Account or indices.  Lipper Analytical Services, Inc. ("Lipper") and
the Variable Annuity Research and Data Service ("VARDS") are independent
services which monitor and rank the performance of variable annuity issuers in
each of the major categories of investment objectives on an industry-wide
basis.    
   
Lipper's  rankings  include  variable life issuers as well as variable annuity
issuers.  VARDS rankings compare only variable annuity issuers.  The
performance  analyses  prepared  by  Lipper and VARDS rank such issuers on the
basis of total return, assuming reinvestment of distributions, but do not take
sales  charges,  redemption fees or certain expense deductions at the separate
account  level  into consideration.  In addition, VARDS prepares risk adjusted
rankings, which consider the effects of market risk on total return
performance.  This type of ranking may address the question as to which funds
provide the highest total return with the least amount of risk.  Other ranking
services may be used as sources of performance comparison, such as
CDA/Weisenberger and Morningstar.    



<PAGE>
                                  TAX STATUS

NOTE:   The following description is based upon the Company's understanding of
current federal income tax law applicable to annuities in general.  The
Company  cannot predict the probability that any changes in such laws will be 
made.    Purchasers  are  cautioned to seek competent tax advice regarding the
possibility of such changes.  The Company does not guarantee the tax status of
the  Contracts.   Purchasers bear the complete risk that the Contracts may not
be treated as "annuity contracts" under federal income tax laws.  It should be
further  understood  that  the following discussion is not exhaustive and that
special  rules  not  described in this Prospectus may be applicable in certain
situations.    Moreover,  no  attempt has been made to consider any applicable
state or other tax laws.

General 

Section 72 of the Internal Revenue Code of 1986, as amended (the "Code")
governs  taxation  of  annuities in general.  A Contract Owner is not taxed on
increases  in the value of a Contract until distribution occurs, either in the
form  of  a  lump  sum payment or as annuity payments under the Annuity Option
elected.

For annuity payments, the portion of a payment includable in income equals the
excess of the payment over the exclusion amount. The exclusion amount for
payments based on a variable annuity option is determined by dividing the
investment in the Contract (adjusted for any period certain or refund
guarantee)  by  the  number  of years over which the annuity is expected to be
paid (determined by Treasury Regulations).  Payments received after the
investment in the Contract has been recovered (i.e. the total of the
excludable  amounts  equal the investment in the Contract) are fully taxable. 
The  taxable portion of an annuity payment is taxed at ordinary income rates. 
For certain types of Qualified Plans there may be no cost basis in the
Contract within the meaning of Section 72 of the Code.  Contract Owners,
Annuitants and Beneficiaries under the Contracts should seek competent
financial advice about the tax consequences of any distributions.
The  Company is taxed as a life insurance company under the Code.  For federal
income  tax  purposes,  the Variable Account is not a separate entity from the
Company, and its operations form a part of the Company.

Diversification 

Section  817(h)  of  the Code imposes certain diversification standards on the
underlying  assets  of  variable  annuity contracts.  The Code provides that a
variable  annuity  contract will not be treated as an annuity contract for any
period (and any subsequent period) for which the investments are not
adequately diversified in accordance with regulations prescribed by the United
States  Treasury  Department ("Treasury Department").  Disqualification of the
Contract as an annuity contract would result in the imposition of federal
<PAGE>
income  tax  to  the  Contract Owner with respect to earnings allocable to the
Contract prior to the receipt of payments under the Contract.  The Code
contains a safe harbor provision which provides that annuity contracts such as
the  Contracts meet the diversification requirements if, as of the end of each
quarter, the underlying assets meet the diversification standards for a
regulated  investment company and no more than fifty-five percent (55%) of the
total assets consist of cash, cash items, U.S. government securities and
securities of other regulated investment companies.

On March 2, 1989, the Treasury Department issued regulations (Treas. Reg.
1.817-5)  which  established  diversification  requirements for the investment
portfolios underlying variable contracts such as the Contracts. The
regulations  amplify  the  diversification requirements for variable contracts
set  forth in the Code and provide an alternative to the safe harbor provision
described above.  Under the regulations, an investment portfolio will be
deemed  adequately  diversified  if:  (1) no more than 55% of the value of the
total  assets  of  the  portfolio is represented by any one investment; (2) no
more than 70% of the value of the total assets of the portfolio is represented
by  any two investments; (3) no more than 80% of the value of the total assets
of the portfolio is represented by any three investments; and (4) no more than
90%  of  the  value of the total assets of the portfolio is represented by any
four investments.

The Code provides that for purposes of determining whether or not the
diversification standards imposed on the underlying assets of variable
contracts  by  Section  817(h)  of the Code have been met, "each United States
government agency or instrumentality shall be treated as a separate issuer."

The  Company intends that all Funds of the Trust underlying the Contracts will
be  managed  by  the Managers for the Trust in such a manner as to comply with
these diversification requirements.

The  Treasury Department has indicated that the diversification Regulations do
not provide guidance regarding the circumstances in which Contract Owner
control  of  the  investments  of the Variable Account will cause the Contract
Owner to be treated as the owner of the assets of the Variable Account,
thereby resulting in the loss of favorable tax treatment for the Contract.  At
this time it cannot be determined whether additional guidance will be provided
and what standards may be contained in such guidance.

The amount of Contract Owner control which may be exercised under the Contract
is different in some respects from the situations addressed in published
rulings  issued  by the Internal Revenue Service in which it was held that the
policy  owner  was not the owner of the assets of the separate account.  It is
unknown  whether  these  differences,  such as the Contract Owner's ability to
transfer among investment choices or the number and type of investment choices
available, would cause the Contract Owner to be considered as the owner of the
assets  of  the Variable Account resulting in the imposition of federal income
<PAGE>
tax  to  the Contract Owner with respect to earnings allocable to the Contract
prior to receipt of payments under the Contract.

In  the  event any forthcoming guidance or ruling is considered to set forth a
new position, such guidance or ruling will generally be applied only
prospectively.   However, if such ruling or guidance was not considered to set
forth a new position, it may be applied retroactively resulting in the
Contract Owner being retroactively determined to be the owner of the assets of
the Variable Account.

Due  to the uncertainty in this area, the Company reserves the right to modify
the Contract in an attempt to maintain favorable tax treatment.

Multiple Contracts 

Section  72(e)(11)  of  the  Code provides that multiple non-qualified annuity
contracts  which are issued within a calendar year period to the same contract
owner by one company or its affiliates are treated as one annuity contract for
purposes of determining the tax consequences of any distribution.  Such
treatment may result in adverse tax consequences, including more rapid
taxation  of  the distributed amounts from such combination of contracts.  The
legislative history of Section 72(e)(11) indicates that it was not intended to
apply  to  immediate  annuities.  However, the legislative history also states
that no inference is intended as to whether the Treasury Department, under its
authority to prescribe rules to enforce the tax laws, may treat the
combination purchase of a  deferred annuity contract with an immediate annuity
contract as a single contract for purposes of determining the tax consequences
of any distribution.

Qualified Plans 

The Contracts offered by this Prospectus may also be used with a plan
qualified under Section 408(b) of the Code ("IRA Contracts").  Owners,
Annuitants and Beneficiaries are cautioned that benefits under an IRA Contract
may be subject to the terms and conditions of the plan regardless of the terms
and  conditions  of  the Contracts issued pursuant to the plan.  The following
discussion of IRA Contracts is not exhaustive and is for general informational
purposes  only.    The  tax rules regarding IRA Contracts are very complex and
will have differing applications depending on individual facts and
circumstances.    Each  purchaser  should obtain competent tax advice prior to
purchasing IRA Contracts.

IRA  Contracts include special provisions restricting Contract provisions that
may  otherwise  be  available as described in this Prospectus.  Generally, IRA
Contracts are not transferable except upon surrender or annuitization.

Various  penalty  and excise taxes may apply to contributions or distributions
made  in violation of applicable limitations.  Furthermore, certain withdrawal
<PAGE>
penalties and restrictions may apply to surrenders from IRA Contracts.  (See "
Tax Treatment of Withdrawals - IRA Contracts".)

On  July  6, 1983, the Supreme Court decided in ARIZONA GOVERNING COMMITTEE V.
NORRIS  that  optional  annuity benefits provided under an employer's deferred
compensation  plan could not, under Title VII of the Civil Rights Act of 1964,
vary  between  men and women.  IRA Contracts will utilize annuity tables which
do not differentiate on the basis of sex because of the use of the IRA
Contracts  in a Simplified Employee Pension.  Such annuity tables will also be
available for use in connection with certain non-qualified deferred
compensation plans.

Under  applicable  limitations,  certain  amounts may be contributed to an IRA
Contract  which  will be deductible from the individual's gross income.  These
IRAs are subject to limitations on eligibility, contributions, transferability
and  distributions.    (See " Tax Treatment of Withdrawals - IRA Contracts".) 
Under  certain  conditions,  distributions from other IRAs and other qualified
plans  may  be  rolled over or transferred on a tax-deferred basis into an IRA
Contract.   Sales of Contracts for use as IRA Contracts are subject to special
requirements imposed by the Code, including the requirement that certain
informational  disclosure  be  given to persons desiring to establish an IRA. 
Purchasers  of  Contracts  to  be qualified as Individual Retirement Annuities
should  obtain competent tax advice as to the tax treatment and suitability of
such an investment.

Tax Treatment of Withdrawals - IRA Contracts 

Section  72(t) of the Code imposes a 10% penalty tax on the taxable portion of
any distribution from qualified retirement plans, including IRA Contracts.  To
the  extent  amounts are not includible in gross income because they have been
rolled  over  to  an IRA or to another eligible qualified plan, no tax penalty
will be imposed.  The tax penalty will not apply to the following
distributions:  (a)  if distribution is made on or after the date on which the
Annuitant reaches age 59 1/2; (b) distributions following the death or
disability of the Annuitant (for this purpose disability is as defined in
Section 72(m)(7) of the Code); (c) distributions that are part of
substantially  equal  periodic payments made not less frequently than annually
for the life (or life expectancy) of the Annuitant or the joint lives (or
joint life expectancies) of the Annuitant and his or her designated
Beneficiary.

Generally, distributions from an IRA Contract must commence no later than
April 1 of the calendar year, following the year in which the employee attains
age 70 1/2.  Generally, required distributions must be over a period not
exceeding  the  life  expectancy  of the individual or the joint lives or life
expectancies  of the individual and his or her designated beneficiary.  If the
required  minimum  distributions are not made, a 50% penalty tax is imposed as
to  the  amount not distributed.  In addition, certain distributions in excess
<PAGE>
of  $150,000 per year may be subject to an additional 15% excise tax unless an
exemption applies.

Tax Treatment of Assignments 

An assignment or pledge of a Contract may be a taxable event.  Contract Owners
should  therefore  consult  competent  tax advisers should they wish to assign
their Contracts.

Income Tax Withholding 

All distributions or the portion thereof which is includible in the gross
income  of  the Contract Owner are subject to federal income tax withholding. 
Generally,  amounts  are  withheld  from periodic payments at the same rate as
wages and at the rate of 10% from non-periodic payments.  However, the
Contract Owner, in most cases, may elect not to have taxes withheld or to have
withholding done at a different rate.

                             FINANCIAL STATEMENTS
   
Audited consolidated financial statements of the Company and audited financial
statements of the Variable Account as of December 31, 1994 are included in the
Statement  of  Additional  Information.  Unaudited financial statements of the
Variable  Account  as  of  June 30, 1995 are also included in the Statement of
Additional Information.    

                              LEGAL PROCEEDINGS
   
There are no legal proceedings to which the Variable Account or the
Distributor is a party or to which the assets of the Variable Account are
subject.  The  Company  is  not involved in any litigation that is of material
importance  in  relation  to  its total assets or that relates to the Variable
Account.    















<PAGE>
                      APPENDIX - ILLUSTRATION OF VALUES


The  following  tables  have  been prepared to show how investment performance
affects variable annuity income over time.  The variable annuity income
amounts  reflect  three different assumptions for a constant investment return
before  all  expenses: 0%, 6% and 12%.  These are hypothetical rates of return
and,  of  course,  the  Company does not guarantee that the Contract will earn
these  returns  for  any one year or any sustained period of time.  The tables
are for illustrative purposes only and do not represent past or future
investment returns.

The  variable  annuity income may be more or less than the income shown if the
actual returns of the Eligible Investments are different than those
illustrated.    Since it is very likely that investment returns will fluctuate
over  time,  the  amount  of variable annuity income will also fluctuate.  The
total  amount  of annuity income ultimately received will depend on cumulative
investment returns and how long the Annuitant lives and the option chosen.

Another  factor  which determines the amount of variable annuity income is the
Assumed  Investment Return.  Income will increase from one annuity Income Date
to  the  next if the annualized Net Rate of Return during that time is greater
than  the  Assumed  Investment Return, and will decrease if the annualized Net
Rate of Return is less than the Assumed Investment Return.

Two illustrations follow.  The first is based on a 3% Assumed Investment
Return, and the second is based on a 5% Assumed Investment Return.

The income amounts shown reflect the deduction of all fees and expenses. 
Actual  Trust  fees  and expenses will vary from year to year and from Fund to
Fund and may thus be higher or lower than the assumed rate.  The illustrations
assume  that  each  Fund of the Trust will incur expenses at an annual rate of
 .70% of the average daily net assets of the Fund.  This is the average in
1994,  weighted  by  Fund net assets as of 12/31/94. The Mortality and Expense
Risk Charge and Administrative Expense Charge are calculated, in the
aggregate,  at  an annual rate of 1.40% of the average daily net assets of the
Variable Account.  After taking these expenses and charges into consideration,
the  illustrated  gross investment returns of 0%, 6% and 12% are approximately
equal to net rates of -2.08%, 3.80% and 9.67% respectively.









<PAGE>
                      VALUEMARK INCOME PLUS ILLUSTRATION



Annuitant:       John Doe                Annuity Purchase Amount:     $100,000
Date of Birth:   1/1/25                  Effective Date:               12/1/95
Annuity Income                           First Annuity Income Date:     1/1/96
        Option:  Single Life Annuity     Frequency of Annuity Income:  Monthly
Premium Tax:     0%                      Assumed Investment Return:         3%


The amount of monthly variable annuity income shown in the table below and the
graph that follows assumes a constant annual investment return.  The amount of
variable annuity income that is actually received will depend on the
investment performance of the underlying Fund(s) selected.  The variable
annuity income can go up or down and no minimum dollar amount of variable
annuity  income  is  guaranteed.   The amounts shown are based on a 3% Assumed
Investment  Return.    Income  will remain constant at $625 per month when the
annualized net rate of return after expenses is 3%.

<TABLE>

<CAPTION>

<S>                  <C>  <C>                                     <C>      <C>     <C>
                               MONTHLY ANNUITY PAYMENTS

                          Annual rate of return before expenses:       0%   6.00%   12.00%
Annuity Income Date  Age  Annual rate of return after expenses:    -2.08%   3.08%    9.67%    

January 1, 1996       70                                          $  622   $ 625   $  628 

January 1, 1997       71                                          $  591   $ 630   $  669 

January 1, 1998       72                                          $  562   $ 635   $  712 

January 1, 1999       73                                          $  534   $ 640   $  758 

January 1, 2000       74                                          $  508   $ 645   $  807 

January 1, 2005       79                                          $  394   $ 670   $1,105 

January 1, 2010       84                                          $  306   $ 697   $1,512 

January 1, 2015       89                                          $  238   $ 724   $2,069 

January 1, 2020       94                                          $  185   $ 753   $2,832 
</TABLE>
<PAGE>

THE  HYPOTHETICAL  INVESTMENT  RATES OF RETURN SHOWN ARE ILLUSTRATIVE ONLY AND
SHOULD NOT BE DEEMED TO REPRESENT PAST OR FUTURE INVESTMENT PERFORMANCE. 
ACTUAL RATES OF RETURN MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON
A NUMBER OF FACTORS.

<TABLE>

<CAPTION>
The following table summarizes Annuity Income with an Assumed Investment
Return of 3%.  This table is presented graphically in the printed prospectus.


          MONTHLY          PAYMENT          AMOUNT
      ---------------  ---------------  ---------------
          -2.08%            3.80%            9.67%
        Annual Rate      Annual Rate      Annual Rate
         of Return        of Return        of Return
Year  After Expenses   After Expenses   After Expenses
- ----  ---------------  ---------------  ---------------
<S>   <C>              <C>              <C>
1                622              625              628 
2                591              630              669 
3                562              635              712 
4                534              640              758 
5                508              645              807 
6                483              650              860 
7                459              655              915 
8                437              660              975 
9                415              665            1,038 
10               394              670            1,105 
11               375              675            1,177 
12               357              680            1,253 
13               339              686            1,334 
14               322              691            1,421 
15               306              697            1,512 
16               291              702            1,611 
17               277              707            1,715 
18               263              713            1,826 
19               250              718            1,944 
20               238              724            2,069 
21               226              729            2,204 
22               215              735            2,347 
23               204              741            2,499 
24               194              746            2,661 
25               185              753            2,832 

</TABLE>

<PAGE>

                      VALUEMARK INCOME PLUS ILLUSTRATION



Annuitant:       John Doe                Annuity Purchase Amount:     $100,000
Date of Birth:   1/1/25                  Effective Date:               12/1/95
Annuity Income                           First Annuity Income Date:     1/1/96
        Option:  Single Life Annuity     Frequency of Annuity Income:  Monthly
Premium Tax:     0%                      Assumed Investment Return:         5%


The amount of monthly variable annuity income shown in the table below and the
graph that follows assumes a constant annual investment return.  The amount of
variable annuity income that is actually received will depend on the
investment performance of the underlying Fund(s) selected.  The variable
annuity income can go up or down and no minimum dollar amount of variable
annuity  income  is  guaranteed.   The amounts shown are based on a 5% Assumed
Investment  Return.    Income  will remain constant at $742 per month when the
annual rate of return after expenses is 5%.

<TABLE>

<CAPTION>

<S>                  <C>  <C>                                     <C>      <C>     <C>
                              MONTHLY ANNUITY PAYMENTS

                          Annual rate of return before expenses:       0%   6.00%   12.00%
Annuity Income Date  Age  Annual rate of return after expenses:    -2.08%   3.80%    9.67%    

January 1, 1996       70                                          $  738   $ 741   $  745 

January 1, 1997       71                                          $  688   $ 733   $  778 

January 1, 1998       72                                          $  642   $ 725   $  813 

January 1, 1999       73                                          $  598   $ 716   $  849 

January 1, 2000       74                                          $  558   $ 708   $  887 

January 1, 2005       79                                          $  394   $ 689   $1,102 

January 1, 2010       84                                          $  278   $ 631   $1,370 

January 1, 2015       89                                          $  196   $ 596   $1,703 

January 1, 2020       94                                          $  138   $ 563   $2,117 
</TABLE>
<PAGE>


THE  HYPOTHETICAL  INVESTMENT  RATES OF RETURN SHOWN ARE ILLUSTRATIVE ONLY AND
SHOULD NOT BE DEEMED TO REPRESENT PAST OR FUTURE INVESTMENT PERFORMANCE. 
ACTUAL RATES OF RETURN MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON
A NUMBER OF FACTORS.

<TABLE>

<CAPTION>
The following table summarizes Annuity Income with an Assumed Investment
Return of 5%.  This table is presented graphically in the printed prospectus.


          MONTHLY          PAYMENT          AMOUNT
      ---------------  ---------------  ---------------
          -2.08%            3.80%            9.67%
        Annual Rate      Annual Rate      Annual Rate
         of Return        of Return        of Return
Year  After Expenses   After Expenses   After Expenses
- ----  ---------------  ---------------  ---------------
<S>   <C>              <C>              <C>
1                738              741              745 
2                688              733              778 
3                642              725              813 
4                598              716              849 
5                558              708              887 
6                520              700              926 
7                485              692              968 
8                453              684            1,011 
9                422              676            1,056 
10               394              669            1,102 
11               367              661            1,152 
12               342              653            1,203 
13               319              646            1,256 
14               298              638            1,312 
15               278              631            1,370 
16               259              624            1,432 
17               242              617            1,495 
18               225              610            1,562 
19               210              603            1,632 
20               196              596            1,703 
21               183              589            1,780 
22               170              582            1,859 
23               159              575            1,942 
24               148              569            2,028 
25               138              563            2,117 

</TABLE>
<PAGE>

         TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION

Item                                                                     Page

Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Legal Opinions  . . . . . . . . . . . . . . . . . . . . . . . . . . .

Distributor . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Calculation of Performance Data . . . . . . . . . . . . . . . . . . .

Annuity Provisions. . . . . . . . . . . . . . . . . . . . . . . . . .

Variable Annuity Payout . . . . . . . . . . . . . . . . . . . . . . .

Financial Statements. . . . . . . . . . . . . . . . . . . . . . . . .





























<PAGE>
















                                    PART B
































<PAGE>
                     STATEMENT OF ADDITIONAL INFORMATION


                             INDIVIDUAL IMMEDIATE
                          VARIABLE ANNUITY CONTRACTS

                                  issued by

                       ALLIANZ LIFE VARIABLE ACCOUNT B
                     (Formerly NALAC Variable Account B)

                                     and

               ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
             (Formerly North American Life and Casualty Company)
                               NOVEMBER 1, 1995    

THIS IS NOT A PROSPECTUS.  THIS STATEMENT OF ADDITIONAL INFORMATION SHOULD BE
READ IN CONJUNCTION WITH THE PROSPECTUS FOR THE INDIVIDUAL IMMEDIATE VARIABLE
ANNUITY CONTRACTS WHICH ARE REFERRED TO HEREIN.

THE PROSPECTUS CONCISELY SETS FORTH INFORMATION THAT A PROSPECTIVE INVESTOR
OUGHT TO KNOW BEFORE INVESTING.  FOR A COPY OF THE PROSPECTUS, CALL OR WRITE
THE COMPANY AT:  1750 Hennepin Avenue, Minneapolis, MN  55403-2195, (800)
542-5427.
   
THIS STATEMENT OF ADDITIONAL INFORMATION AND THE PROSPECTUS ARE DATED NOVEMBER
1, 1995, AND AS MAY BE AMENDED FROM TIME TO TIME.    




















<PAGE>
                            TABLE OF CONTENTS     

                                                                     Page

COMPANY

EXPERTS

LEGAL OPINIONS

DISTRIBUTOR

CALCULATION OF PERFORMANCE DATA

ANNUITY PROVISIONS
Variable Annuity Payout

FINANCIAL STATEMENTS






























<PAGE>
                                   COMPANY
   
Information regarding the Company and its ownership is contained in the
Prospectus.  On April 1, 1993, the Company changed its name from North
American Life and Casualty Company to its present name.  Allianz Life
Insurance Company of North America is rated A+ (Superior) by A.M. BEST, an
independent analyst of the insurance industry.    

                                   EXPERTS
   
The financial statements of Allianz Life Variable Account B and the
consolidated financial statements of Allianz Life Insurance Company of North
America as of December 31, 1994, included in this Statement of Additional
Information have been audited by KPMG Peat Marwick LLP, independent auditors,
as indicated in their reports included in this Statement of Additional
Information and are included herein in reliance upon such reports and upon the
authority of said firm as experts in accounting and auditing.    

                                LEGAL OPINIONS

Legal matters in connection with the Contracts described herein are being
passed upon by the law firm of Blazzard, Grodd & Hasenauer, P.C., Westport,
Connecticut.

                                 DISTRIBUTOR

NALAC Financial Plans, Inc., a wholly-owned subsidiary of the Company, acts as
the distributor.  The offering is on a continuous basis.

                       CALCULATION OF PERFORMANCE DATA

Performance

Performance information for the Sub-Accounts may be compared, in reports and
advertising to: (1) the Standard & Poor's 500 Composite Stock Price Index ("S
& P 500"), Dow Jones Industrial Average ("DJIA"), Donoghue's Money Market
Institutional Averages; (2) other variable annuity separate accounts or other
investment products tracked by Lipper Analytical Services, Morningstar, or the
Variable Annuity Research and Data Service ("VARDS"), widely used independent
research firms which rank mutual funds and other investment companies by
overall performance, investment objectives, and assets; and (3) the Consumer
Price Index (measure for inflation) to assess the real rate of return from an
investment.  Unmanaged indices may assume the reinvestment of dividends but
generally do not reflect deductions for annuity charges and investment
managements costs.

Total returns, yields and other performance information may be quoted
numerically or in a table, graph, or similar illustration.  Reports and
<PAGE>
advertising may also contain other information including the ranking of any
Sub-Account derived from rankings of variable annuity separate accounts or
other investments products tracked by Lipper Analytical Services, rating
services, companies, publications or other persons who rank separate accounts
or other investment products.

The Money Market Sub-account.  The Money Market Sub-account's current yield
may vary each day, depending upon, among other things, the average maturity of
the underlying Fund's investment securities and changes in interest rates,
operating expenses, the deduction of the Mortality and Expense Risk Charge,
the Administrative Expense Charge  and, in certain instances, the value of the
underlying Fund's investment  securities.  The fact that the Sub-account's
current yield will fluctuate and that the principal is not guaranteed should
be taken into consideration when using the Sub-account's current yield as a
basis for comparison with savings accounts or other fixed-yield investments. 
The Sub-account's yield at any particular time is not indicative of what the
yield may be at any other time.

The Money Market Sub-account's current yield is computed on a base period
return of a hypothetical Contract having a beginning balance of one VIP Unit
for a particular period of time (generally seven days).  The return is
determined by dividing the net change (exclusive of any capital changes) in
such VIP Unit by its beginning value, and then multiplying it by 365/7 to get
the annualized current yield.  The calculation of net change reflects the
value of additional shares purchased with the dividends paid by the Fund, and
the deduction of the Mortality and Expense Risk Charge and the Administrative
Expense Charge.

The effective yield reflects the effects of compounding and represents an
annualization of the current return with all dividends reinvested.  (Effective
yield = [(Base Period Return + 1)365/7]-1.)

Other Sub-accounts.  From time to time, the other Sub-accounts may state their
total return in advertisements and Contract Owner communications.  Any
statements of total return or other performance data of a Sub-account will be
accompanied by information on that Sub-account's average annual compounded
rate of return over the most recent four calendar quarters and the period from
the Sub-account's inception of operations.  Each Sub-account may also
advertise aggregate and average total return information over different
periods of time.

Each Sub-account's average annual compounded rate of return is determined by
reference to a hypothetical $1,000 Contract Value, according to the following
formula:
                                          n
                                P ( 1 + T) = ERV


<PAGE>
<TABLE>
<CAPTION>

<S>     <C>  <C>
        P  =  a hypothetical initial payment of $1,000
        T  =  average annual total return
        n  =  number of years
      ERV  =  ending redeemable value of a hypothetical $1,000 Contract
           at the end of the period
</TABLE>

Aggregate total return is calculated in a similar manner, except that the
results are not annualized.  Each calculation assumes that no premium tax is
deducted from the initial $1,000 of payment at the time it is allocated to the
Sub-account and assumes that the income earned by the investment in the
Sub-account is reinvested.

Each Sub-account may also quote its current yield in advertisements and
Contract Owner communications.  Each Sub-account (other than the Money Market
Sub-account) will publish standardized total return information with any
quotation of current yield.

The yield computation is determined by dividing the net investment income per
VIP Unit earned during the period (minus the deduction for the Mortality and
Expense Risk Charge and Administrative Expense Charge) by the VIP Unit Value
on the last day of the period and annualizing the resulting figure, according
to the following formula:

                                               6
                           Yield = 2[ [a-b + 1] - 1]
                                      ____
                                       cd


Where:
<TABLE>
<CAPTION>

<S>     <C>
a =     net investment income earned during the period by the Fund
        attributable to shares owned by the Sub-account

b =     expenses accrued for the period (net of reimbursements)

c =     the average daily number of VIP Units outstanding during the period

d =     the maximum offering price per VIP Unit on the last day of the period
</TABLE>
<PAGE>
The above formula will be used in calculating quotations of yield, based on
specified 30-day periods identified in the advertisement or communication.
Yield calculations assume no sales load.

Each Sub-account's current yield and total return may be compared to relevant
indices, including U. S. domestic and international taxable bond indices and
data from Lipper Analytical Services, Inc., Standard & Poor's Indices, or
VARDS.

From time to time, evaluations of each Sub-account's performance by
independent sources may also be used in advertisements and in information
furnished to present or prospective Contract Owners. 

Contract Owners should note that the investment results of the Sub-account
will fluctuate over time, and any presentation of the Sub-account's current
yield or total return for any period should not be considered as a
representation of what an investment may earn or what a Contract Owner's total
return or yield may be in any future period.

The tables below provide performance results for each Sub-account through
June 30, 1995.  The performance information is based on the historical
investment experience of the Sub-accounts and of the Funds. It does not
indicate or represent future performance.

Total Return

Total returns quoted in advertising reflect all aspects of a Sub-account's
return, including the automatic reinvestment by the separate account of all
distributions and any change in a Sub-account's value over the period. 
Average annual returns are calculated by determining the growth or decline in
value of a hypothetical historical investment in the Sub-account over a stated
period, and then calculating the annually compounded percentage rate that
would have produced the same result if the rate of growth or decline in value
had been constant over the period.  For example, a cumulative return of 100%
over ten years would produce an average annual return of 7.1%, which is the
steady rate that would equal 100% growth on a compounded basis in ten years. 
While average annual returns are a convenient means of comparing investment
alternatives, investors should realize that a Sub-account's performance is not
constant over time, but changes from year to year, and that average annual
returns represent averaged figures as opposed to the actual year-to-year
performance of a Sub-account.

Table 1 shows the average annual total return on a hypothetical investment
in the Sub-accounts for the last year, from the date that the Funds began
operations, and, for Funds in existence for five years or more, for five 
years, through June 30, 1995.  The returns reflect the Mortality and Expense
Risk Charge and Administrative Expense Charge (1.40% on an annual basis).

<PAGE>
Table 1:  Average Annual Total Return for Period Ending on 06/30/95.


<TABLE>
<CAPTION>

<S>                                       <C>         <C>        <C>          <C>
Sub-Account                               Start Date  One Year   Three Year   Life of Fund
                                          __________ _________   __________   _____________
Money Market Fund                           01/24/89      3.78%        2.11%          3.69%
Growth and Income Fund*                     01/24/89     16.24%        9.83%          6.63%
Precious Metals Fund                        01/24/89      3.76%        8.77%          5.39%
Real Estate Securities Fund                 01/24/89      2.37%       10.88%          7.72%
Utility Equity Fund                         01/24/89     17.42%        4.40%          8.50%
High Income Fund                            01/24/89     13.46%        9.35%          8.04%
Global Income Fund                          01/24/89      8.85%        3.61%          6.20%
Investment Grade Intermediate Bond Fund     01/24/89      5.88%        4.86%          6.49%
Income Securities Fund                      01/24/89     10.05%        7.17%          9.80%
U.S. Government Securities Fund             03/14/89     12.15%        5.78%          7.15%
Adjustable U.S. Government Fund             12/03/90      3.98%        2.01%          3.32%
Zero Coupon - 1995 Fund                     03/14/89      4.38%        4.35%          6.55%
Zero Coupon - 2000 Fund                     03/14/89     11.77%        8.44%          9.16%
Zero Coupon - 2005 Fund                     03/14/89     18.63%       11.98%         10.78%
Zero Coupon - 2010 Fund                     03/14/89     25.13%       14.20%         11.27%
Rising Dividends Fund                       01/27/92     13.42%        3.55%          2.92%
Templeton Developing Markets Equity Fund    03/15/94     -2.72%          NA          -2.50%
Templeton Global Growth Fund                03/15/94      8.78%          NA           6.55%
Templeton International Equity Fund***      01/27/92      6.61%        9.19%          7.97%
Templeton Pacific Growth Fund**             01/27/92     -1.86%        7.81%          8.00%
Templeton Global Asset Allocation Fund      05/01/95        NA           NA            .97% 
<FN>
      As of June 30, 1995, the Small Cap Fund had not yet commenced operations.
   *  Prior to May 1, 1995, the Growth and Income Fund was known as the Equity
      Growth Fund.
  **  Prior to October 15, 1993, the Templeton Pacific Growth Fund was known
      as the Pacific Growth Fund
 ***  Prior to October 15, 1993, the Templeton International Equity Fund was
      known as the International Equity Fund
     
In addition to average annual returns, the Sub-accounts may quote unaveraged
or cumulative total returns reflecting the simple change in value of an
investment over a stated period.  Table 2 shows the cumulative total return on
a hypothetical investment in the Sub-accounts from the date the Funds began
operations through June 30 1995.  The returns reflect the Mortality and
Expense Risk and Administrative Expense Charges (1.40% on an annual basis)
</TABLE>


<PAGE>
Table 2:  (a)  Cumulative Total Return for Periods Beginning at the
Commencement of the Funds and Ending on 06/30/95.

<TABLE>
<CAPTION>
   
<S>                                       <C>         <C>        <C>          <C>
Sub-Account                               Start Date  One Year   Three Year   Life of Fund
                                          __________ _________   __________   ____________
Money Market Fund                           01/24/89      3.78%        6.47%         26.22%
Growth and Income Fund*                     01/24/89     16.24%       32.50%         51.12%
Precious Metals Fund                        01/24/89      3.76%       28.70%         40.16%
Real Estate Securities Fund                 01/24/89      2.37%       36.34%         61.39%
Utility Equity Fund                         01/24/89     17.42%       13.78%         69.06%
High Income Fund                            01/24/89     13.46%       30.75%         64.44%
Global Income Fund                          01/24/89      8.85%       11.22%         47.25%
Investment Grade Intermediate Bond Fund     01/24/89      5.88%       15.31%         49.84%
Income Securities Fund                      01/24/89     10.05%       23.07%         82.42%
U.S. Government Securities Fund             03/14/89     12.15%       18.38%         54.51%
Adjustable U.S. Government Fund             12/03/90      3.98%        6.15%         16.10%
Zero Coupon Fund-1995                       03/14/89      4.38%       13.62%         49.15%
Zero Coupon Fund-2000                       03/14/89     11.77%       27.53%         73.68%
Zero Coupon Fund-2005                       03/14/89     18.63%       40.41%         90.61%
Zero Coupon Fund-2010                       03/14/89     25.13%       48.93%         95.96%
Rising Dividends Fund                       01/27/92     13.42%       11.02%         10.35%
Templeton International Equity Fund***      01/27/92      6.61%       30.19%         30.05%
Templeton Pacific Growth Fund**             01/27/92     -1.86%       25.30%         30.15%
Templeton Global Growth Fund                03/15/94      8.78%          NA           8.55%
Templeton Developing Markets Equity Fund    03/15/94     -2.72%          NA          -3.22%
Templeton Global Asset Allocation Fund      05/01/95       NA            NA            .97%    
<FN>
     As of June 30, 1995, the Small Cap Fund had not yet commenced operations.    
  *  Prior to May 1, 1995, the Growth and Income Fund was known as the Equity
     Growth Fund.
 **  Prior to October 15, 1993, the Templeton Pacific Growth Fund was known as
     the Pacific Growth Fund
***  Prior to October 15, 1993, the Templeton International Equity Fund was
     known as the International Equity Fund

</TABLE>

Yields

Some  Sub-Accounts  may  also  advertise yields.  Yields quoted in advertising
reflect  the  change  in value of a hypothetical investment in the Sub-Account
over a stated period of time, not taking into account capital gains or losses.
Yields are annualized and stated as a percentage.  Yields quoted in
advertising may be based on historical seven day periods.
<PAGE>
Current  yield  for the Money Market Sub-account reflects the income generated
by the Sub-account over a 7 day period.  Current yield is calculated by
determining  the  change  (net  of management fees and the 1.40% Mortality and
Expense Risk Charge and Administrative Expense Charge) of a hypothetical
account containing one share of the underlying Fund exclusive of capital
changes.   This change is divided by the value of the account at the beginning
of  the base period to obtain the base period return.  This base period return
is annualized by multiplying by (365/7).  The resulting yield figure is
carried to the nearest hundredth of a percent.  Effective yield is obtained by
compounding the base period return over a one year period.  Since the
reinvestment  of  income is assumed in the calculation of the effective yield,
it will generally be higher than the current yield.  For the 7 day period
ending  on 8/31/95, the Money Market Sub-account had a current yield of 4.07%
and an effective yield of 4.15%.

A 30 day yield for bond Sub-accounts reflects the income generated by a
Sub-account  over a 30 day period.  Current yield is calculated by determining
the interest income (net of management fees and the 1.40% Mortality and
Expense Risk Charge and Administrative Expense Charge) of a hypothetical
account containing one share exclusive of capital charges.  Yield will be
computed by dividing the net interest income during the period by the value of
the  hypothetical  account at the end of the period.  Income is calculated for
purposes of yield quotations in accordance with standardized methods
applicable  to  all  bond  funds.  In general, interest income is reduced with
respect  to  bonds  trading at a premium over their par value by subtracting a
portion  of premium from income on a daily basis and is increased with respect
to  bonds  trading  at a discount by adding a portion of the discount to daily
income.  Capital gains and losses are generally excluded from the calculation.
The 30 day yield for the period ending on 8/31/95 was 5.17% for the
Investment  Grade Intermediate Bond Sub-account and 9.36% for the High Income
Sub-account.

Annuity Income

Periodic annuity income amounts may be illustrated using the historical
performance  of  the  Sub-Accounts,  the Standard & Poor's 500 Composite Stock
Price Index or other recognized investment benchmark portfolios.  All
illustrations  will reflect the 1.40% annual Mortality and Expense Risk Charge
and Administrative Expense Charge and actual or assumed Fund expenses.



                              ANNUITY PROVISIONS

Variable Annuity Payout 

A variable annuity is an annuity with payments which:  (1) are not
predetermined  as  to  dollar amount; and (2) will vary in amount with the net
<PAGE>
investment  results of the applicable Sub-account(s) of the Variable Account. 
Annuity payments also depend upon the Age of the Annuitant and any Joint
Annuitant and the Assumed Net Investment Factor utilized.  On the Annuity
Calculation  Date,  the  Contract Value in each Sub-account will be applied to
the  applicable  Annuity  Tables.  The Annuity Table used will depend upon the
Annuity  Option  chosen.   Unisex Annuity Tables are utilized by the Company. 
The dollar amount of annuity payments after the first is determined as
follows:

<TABLE>

<CAPTION>

<C>  <S>
1.  The dollar amount of the first annuity payment is divided by the value
    of an Annuity Unit as of the Annuity Calculation Date. This establishes
    the number of Annuity Units for each monthly payment.  The number of
    Annuity Units remains fixed during the annuity payment period.

2.  For each Sub-account, the fixed number of Annuity Units is multiplied by
    the Annuity Unit value on each subsequent annuity payment date.  This
    result is the dollar amount of the payment for each Sub-account.

3.  The total dollar amount of each Variable Annuity variable payout is the
    sum of all Sub-account Variable Annuity payments, reduced by the
    Contract Maintenance Charge.
</TABLE>

                             FINANCIAL STATEMENTS
   
The  audited  consolidated  financial statements of the Company as of December
31, 1994 included herein should be considered only as bearing upon the ability
of the Company to meet its obligations under the Contracts. The audited
financial  statements of the Variable Account as of December 31, 1994 are also
included  herein.  In addition, unaudited financial statements of the Variable
Account as of June 30, 1995 are included herein.    












<PAGE>
















                       ALLIANZ LIFE VARIABLE ACCOUNT B

                                      of

               ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA


                             Financial Statements


                          June 30, 1995 (unaudited)






















<PAGE>

<TABLE>

<CAPTION>
                                          ALLIANZ LIFE VARIABLE ACCOUNT B
                                                         of
                                  ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA

                                        Statements of Assets and Liabilities

                                             June 30, 1995 (unaudited)

                                                   (In thousands)

                                                                                                  U.S.
                                          Money    Growth and  Precious   High    Real Estate  Government   Utility
                                          Market     Income     Metals   Income   Securities   Securities   Equity
                                           Fund       Fund       Fund     Fund       Fund         Fund       Fund
                                         --------  ----------  --------  -------  -----------  ----------  ---------
<S>                                      <C>       <C>         <C>       <C>      <C>          <C>         <C>
Investments at net asset value:

Franklin Valuemark Funds:
Money Market Fund, 415,389 shares,
   cost $415,389                         $415,389           -         -        -            -           -          -
Growth and Income Fund, 40,611 shares,
   cost $531,696                                -     603,485         -        -            -           -          -
Precious Metals Fund, 8,034 shares,
   cost $109,500                                -           -   111,598        -            -           -          -
High Income Fund, 22,888 shares,
   cost $285,054                                -           -         -  295,943            -           -          -
Real Estate Securities Fund, 11,758
   shares, cost $176,121                        -           -         -        -      181,420           -          -
U.S. Government Securities Fund,
   42,308 shares, cost $547,411                 -           -         -        -            -     557,622          -
Utility Equity Fund, 76,321 shares,
   cost $1,191,565                              -           -         -        -            -           -  1,172,296
                                         --------  ----------  --------  -------  -----------  ----------  ---------

  Total assets                            415,389     603,485   111,598  295,943      181,420     557,622  1,172,296
                                         --------  ----------  --------  -------  -----------  ----------  ---------

Liabilities:

Accrued mortality and expense
   risk charges                               301         316        66      166          105         311        638
Accrued administrative charges                 36          38         8       20           13          37         77
                                         --------  ----------  --------  -------  -----------  ----------  ---------

<PAGE>
  Total liabilities                           337         354        74      186          118         348        715
                                         --------  ----------  --------  -------  -----------  ----------  ---------

Net Assets                                415,052     603,131   111,524  295,757      181,302     557,274  1,171,581
                                         ========  ==========  ========  =======  ===========  ==========  =========

Contract Owners Equity:

Contracts in accumulation
   period (note 6)                        415,007     602,748   111,524  295,757      181,302     557,274  1,171,106
Contracts in annuity payment
   period (note 2)                             45         383         -        -            -           -        475
                                         --------  ----------  --------  -------  -----------  ----------  ---------

  Total contract owner's equity          $415,052     603,131   111,524  295,757      181,302     557,274  1,171,581
                                         ========  ==========  ========  =======  ===========  ==========  =========

</TABLE>

See accompanying notes to unaudited financial statements.




























<PAGE>

<TABLE>

<CAPTION>
                                       ALLIANZ LIFE VARIABLE ACCOUNT B
                                                     of
                               ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA

                              Statements of Assets and Liabilities (Continued)

                                          June 30, 1995 (unaudited)

                                               (In thousands)

                                            Zero     Zero    Zero    Zero             Investment
                                           Coupon   Coupon  Coupon  Coupon  Global      Grade        Income
                                           Fund -   Fund -  Fund -  Fund -  Income   Intermediate  Securities
                                            1995     2000    2005    2010    Fund     Bond Fund       Fund
                                           -------  ------  ------  ------  -------  ------------  ----------
<S>                                        <C>      <C>     <C>     <C>     <C>      <C>           <C>
Investments at net asset value:

Franklin Valuemark Funds:
Zero Coupon Fund - 1995, 3,597 shares,
   cost $42,853                            $42,117       -       -       -        -             -           -
Zero Coupon Fund - 2000, 6,658 shares,
   cost $91,320                                  -  98,743       -       -        -             -           -
Zero Coupon Fund - 2005, 3,937 shares,
   cost $56,006                                  -       -  61,935       -        -             -           -
Zero Coupon Fund - 2010, 3,976 shares,
   cost $55,953                                  -       -       -  62,220        -             -           -
Global Income Fund, 17,884 shares,
   cost $227,698                                 -       -       -       -  226,768             -           -
Investment Grade Intermediate Bond Fund,
   10,955 shares, cost $144,592                  -       -       -       -        -       148,114           -
Income Securities Fund, 70,594 shares,
   cost $1,037,100                               -       -       -       -        -             -   1,064,559
                                           -------  ------  ------  ------  -------  ------------  ----------

  Total assets                              42,117  98,743  61,935  62,220  226,768       148,114   1,064,559
                                           -------  ------  ------  ------  -------  ------------  ----------

Liabilities:

Accrued mortality and expense
   risk charges                                 28      59      38      38      130            86         579
Accrued administrative charges                   3       7       5       5       16            10          69
                                           -------  ------  ------  ------  -------  ------------  ----------

<PAGE>
  Total liabilities                             31      66      43      43      146            96         648
                                           -------  ------  ------  ------  -------  ------------  ----------

Net Assets                                  42,086  98,677  61,892  62,177  226,622       148,018   1,063,911
                                           =======  ======  ======  ======  =======  ============  ==========

Contract Owners Equity:

Contracts in accumulation
   period (note 6)                          42,086  98,677  61,892  62,177  226,622       148,018   1,063,210
Contracts in annuity payment
   period (note 2)                               -       -       -       -        -             -         701
                                           -------  ------  ------  ------  -------  ------------  ----------

  Total contract owner's equity            $42,086  98,677  61,892  62,177  226,622       148,018   1,063,911
                                           =======  ======  ======  ======  =======  ============  ==========

</TABLE>

See accompanying notes to unaudited financial statements.




























<PAGE>

<TABLE>

<CAPTION>
                                                ALLIANZ LIFE VARIABLE ACCOUNT B
                                                               of
                                        ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA

                                        Statements of Assets and Liabilities (Continued)

                                                   June 30, 1995 (unaudited)

                                                         (In thousands)

                                                                                    Templeton              Templeton
                                  Adjustable   Templeton               Templeton    Developing  Templeton    Global
                                     U.S.       Pacific    Rising    International   Markets     Global      Asset       Total
                                  Government    Growth    Dividends     Equity        Equity     Growth    Allocation     All
                                     Fund        Fund       Fund         Fund          Fund       Fund        Fund       Funds
                                  -----------  ---------  ---------  -------------  ----------  ---------  ----------  ---------
<S>                               <C>          <C>        <C>        <C>            <C>         <C>        <C>         <C>
Investments at net asset value:

Franklin Valuemark Funds:
Adjustable U.S. Government
   Fund, 18,145 shares,
   cost $196,928                  $   188,344          -          -              -           -          -           -
Templeton Pacific Growth Fund,
   24,484 shares, cost $324,914             -    322,940          -              -           -          -           -
Rising Dividends Fund, 31,204
   shares, cost $328,218                    -          -    346,362              -           -          -           -
Templeton International Equity
   Fund, 59,256 shares,
   cost $732,004                            -          -          -        768,548           -          -           -
Templeton Developing Markets
   Equity Fund, 12,747 shares,
   cost $127,301                            -          -          -              -     125,050          -           -
Templeton Global Growth Fund,
  21,285 shares, cost $224,327             -          -          -              -           -    237,751           -
Templeton Global Asset
   Allocation Fund,
   399 shares,cost $4,011                   -          -          -              -           -          -       4,038
                                  -----------  ---------  ---------  -------------  ----------  ---------  ----------           

  Total assets                        188,344    322,940    346,362        768,548     125,050    237,751       4,038  7,035,242
                                  -----------  ---------  ---------  -------------  ----------  ---------  ----------  ---------

Liabilities:

<PAGE>
Accrued mortality and expense
   risk charges                           107        170        191            454          47        122           9      3,961
Accrued administrative charges             13         20         23             54           6         15           1        476
                                  -----------  ---------  ---------  -------------  ----------  ---------  ----------  ---------


  Total liabilities                       120        190        214            508          53        137          10      4,437
                                  -----------  ---------  ---------  -------------  ----------  ---------  ----------  ---------

Net Assets                            188,224    322,750    346,148        768,040     124,997    237,614       4,028  7,030,805
                                  ===========  =========  =========  =============  ==========  =========  ==========  =========

Contract Owners Equity:

Contracts in accumulation
   period (note 6)                    188,224    322,458    345,792        767,989     124,552    237,091       4,028  7,027,534
Contracts in annuity payment
   period (note 2)                          -        292        356             51         445        523           -      3,271
                                  -----------  ---------  ---------  -------------  ----------  ---------  ----------  ---------

  Total contract owner's equity   $   188,224    322,750    346,148        768,040     124,997    237,614       4,028  7,030,805
                                  ===========  =========  =========  =============  ==========  =========  ==========  =========

</TABLE>

See accompanying notes to unaudited financial statements.






















<PAGE>

<TABLE>

<CAPTION>
                                             ALLIANZ LIFE VARIABLE ACCOUNT B
                                                           of
                                     ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA

                                                Statements of Operations

                                     For the period ended June 30, 1995 (unaudited)

                                                     (In thousands)

                                                         Growth                           Real         U.S.
                                              Money       and     Precious     High      Estate     Government   Utility
                                              Market     Income    Metals     Income   Securities   Securities    Equity
                                               Fund       Fund      Fund       Fund       Fund         Fund        Fund
                                            ----------  --------  ---------  --------  -----------  -----------  --------
<S>                                         <C>         <C>       <C>        <C>       <C>          <C>          <C>
Investment Income:
Dividends reinvested in fund shares         $  12,431     7,314      1,546    19,247        5,958       37,956    65,100 
                                            ----------  --------  ---------  --------  -----------  -----------  --------

Expenses:
Mortality and expense risk charges              2,746     3,313        680     1,675        1,110        3,358     7,089 
Administrative charges                            329       398         82       201          133          403       851 
                                            ----------  --------  ---------  --------  -----------  -----------  --------

   Total expenses                               3,075     3,711        762     1,876        1,243        3,761     7,940 
                                            ----------  --------  ---------  --------  -----------  -----------  --------

   Investment income (loss), net                9,356     3,603        784    17,371        4,715       34,195    57,160 

Realized gains (losses) and unrealized
   appreciation (depreciation)
   on investments:
Realized capital gain distributions                 -    15,921      1,145         -            -            -         - 
                                            ----------  --------  ---------  --------  -----------  -----------  --------
   on mutual funds
Realized gains (losses) on
   sales of investments:
     Proceeds from sales                      211,549    22,810     35,170    21,592       18,078       39,330    63,393 
     Cost of investments sold                (211,549)  (20,328)   (34,901)  (19,993)     (17,790)     (38,151)  (64,295)
                                            ----------  --------  ---------  --------  -----------  -----------  --------
     Total realized gains (losses) on
      sales of investments, net                     -     2,482        269     1,599          288        1,179      (902)
                                            ----------  --------  ---------  --------  -----------  -----------  --------

<PAGE>
     Realized gains (losses)
       on investments, net                          -    18,403      1,414     1,599          288        1,179      (902)

Net change in unrealized
     appreciation (depreciation)
     on investments                                 -    48,514     (2,626)   12,277          986       23,345    70,115 
                                            ----------  --------  ---------  --------  -----------  -----------  --------

Total realized gains (losses) and
    unrealized appreciation (depreciation)
    on investments, net                             -    66,917     (1,212)   13,876        1,274       24,524    69,213 
                                            ----------  --------  ---------  --------  -----------  -----------  --------

Net increase (decrease)
     in net assets from operations          $   9,356    70,520       (428)   31,247        5,989       58,719   126,373 
                                            ==========  ========  =========  ========  ===========  ===========  ========

</TABLE>

See accompanying notes to unaudited financial statements.




























<PAGE>

<TABLE>

<CAPTION>
                                            ALLIANZ LIFE VARIABLE ACCOUNT B
                                                          of
                                    ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA

                                         Statements of Operations (Continued)

                                    For the period ended June 30, 1995 (unaudited)

                                                    (In thousands)

                                               Zero     Zero     Zero      Zero               Investment
                                              Coupon   Coupon   Coupon    Coupon    Global       Grade        Income
                                              Fund -   Fund -   Fund -    Fund -    Income   Intermediate   Securities
                                               1995     2000     2005      2010      Fund      Bond Fund       Fund
                                             --------  -------  -------  --------  --------  -------------  -----------
<S>                                          <C>       <C>      <C>      <C>       <C>       <C>            <C>
Investment Income:
Dividends reinvested in fund shares          $ 2,930    4,248    2,593     1,881     8,424          5,974       58,967 
                                             --------  -------  -------  --------  --------  -------------  -----------

Expenses:
Mortality and expense risk charges               281      564      343       333     1,410            893        6,141 
Administrative charges                            34       68       41        40       169            107          737 
                                             --------  -------  -------  --------  --------  -------------  -----------

   Total expenses                                315      632      384       373     1,579          1,000        6,878 
                                             --------  -------  -------  --------  --------  -------------  -----------

   Investment income (loss), net               2,615    3,616    2,209     1,508     6,845          4,974       52,089 

Realized gains (losses) and
   unrealized appreciation (depreciation)
   on investments:
Realized capital gain distributions               14        -        -         -         -              -        4,746 
                                             --------  -------  -------  --------  --------  -------------  -----------
   on mutual funds
Realized gains (losses)
   on sales of investments:
     Proceeds from sales                      10,250    6,716    3,750    16,583    26,611          7,603       26,978 
     Cost of investments sold                 (9,888)  (6,065)  (3,455)  (15,250)  (27,220)        (7,350)     (26,746)
                                             --------  -------  -------  --------  --------  -------------  -----------
     Total realized gains (losses) on
      sales of investments, net                  362      651      295     1,333      (609)           253          232 
                                             --------  -------  -------  --------  --------  -------------  -----------

<PAGE>
     Realized gains (losses)
       on investments, net                       376      651      295     1,333      (609)           253        4,978 


Net change in unrealized appreciation
(depreciation) on investments                 (1,333)   6,761    6,818     8,077     9,499          1,874       48,953 
                                             --------  -------  -------  --------  --------  -------------  -----------

Total realized gains (losses) and
     unrealized appreciation (depreciation)
     on investments, net                        (957)   7,412    7,113     9,410     8,890          2,127       53,931 
                                             --------  -------  -------  --------  --------  -------------  -----------

Net increase (decrease) in
     net assets from operations              $ 1,658   11,028    9,322    10,918    15,735          7,101      106,020 
                                             ========  =======  =======  ========  ========  =============  ===========

</TABLE>

See accompanying notes to unaudited financial statements.




























<PAGE>

<TABLE>

<CAPTION>
                                                ALLIANZ LIFE VARIABLE ACCOUNT B
                                                               of
                                        ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA

                                              Statements of Operations (Continued)

                                         For the period ended June 30, 1995 (unaudited)

                                                         (In thousands)

                                                                                             Templeton                Templeton
                                       Adjustable   Templeton                 Templeton     Developing   Templeton     Global
                                          U.S.       Pacific      Rising    International     Markets      Global       Asset
                                       Government     Growth    Dividends       Equity        Equity       Growth    Allocation
                                          Fund         Fund        Fund          Fund          Fund         Fund        Fund
                                      ------------  ----------  ----------  --------------  -----------  ----------  -----------
<S>                                   <C>           <C>         <C>         <C>             <C>          <C>         <C>
Investment Income:
Dividends reinvested in fund shares   $    12,390       6,144       7,357          12,759          465       1,261            - 
                                      ------------  ----------  ----------  --------------  -----------  ----------  -----------

Expenses:
Mortality and expense risk charges          1,248       2,053       1,955           4,579          624       1,167            9 
Administrative charges                        150         246         235             549           75         140            1 
                                      ------------  ----------  ----------  --------------  -----------  ----------  -----------

   Total expenses                           1,398       2,299       2,190           5,128          699       1,307           10 
                                      ------------  ----------  ----------  --------------  -----------  ----------  -----------

   Investment income (loss), net           10,992       3,845       5,167           7,631         (234)        (46)         (10)

Realized gains (losses) and
   unrealized appreciation
   (depreciation) on investments:
Realized capital gain
   distributions on mutual funds                -       2,555           -          15,808          109           -            - 
                                      ------------  ----------  ----------  --------------  -----------  ----------  -----------
Realized gains (losses)
   on sales of investments:
     Proceeds from sales                   54,158      81,608       7,738          53,818        6,086       2,426            - 
     Cost of investments sold             (54,610)    (82,256)     (7,812)        (52,646)      (6,425)     (2,397)           - 
                                      ------------  ----------  ----------  --------------  -----------  ----------  -----------
     Total realized gains (losses)
      on sales of investments, net           (452)       (648)        (74)          1,172         (339)         29            - 
                                      ------------  ----------  ----------  --------------  -----------  ----------  -----------
<PAGE>
     Realized gains (losses)
        on investments, net                  (452)      1,907         (74)         16,980         (230)         29            - 

Net change in unrealized
    appreciation (depreciation)
    on investments                         (1,121)       (631)     32,488          24,944        4,137      13,067           27 
                                      ------------  ----------  ----------  --------------  -----------  ----------  -----------

Total realized gains (losses)
   and unrealized appreciation
   (depreciation) on
   investments, net                        (1,573)      1,276      32,414          41,924        3,907      13,096           27 
                                      ------------  ----------  ----------  --------------  -----------  ----------  -----------

Net increase (decrease) in
   net assets from operations         $     9,419       5,121      37,581          49,555        3,673      13,050           17 
                                      ============  ==========  ==========  ==============  ===========  ==========  ===========




                                        Total
                                         All
                                        Funds
                                      ---------
<S>                                   <C>
Investment Income:
Dividends reinvested in fund shares    274,945 
                                      ---------

Expenses:
Mortality and expense risk charges      41,571 
Administrative charges                   4,989 
                                      ---------

   Total expenses                       46,560 
                                      ---------

   Investment income (loss), net       228,385 

Realized gains (losses) and
   unrealized appreciation
   (depreciation) on investments:
Realized capital gain
   distributions on mutual funds        40,298 
                                      ---------
Realized gains (losses)
   on sales of investments:
<PAGE>
     Proceeds from sales               716,247 
     Cost of investments sold         (709,127)
                                      ---------
     Total realized gains (losses)
      on sales of investments, net       7,120 
                                      ---------

     Realized gains (losses)
        on investments, net             47,418 

Net change in unrealized
    appreciation (depreciation)
    on investments                     306,171 
                                      ---------

Total realized gains (losses)
   and unrealized appreciation
   (depreciation) on
   investments, net                    353,589 
                                      ---------

Net increase (decrease) in
   net assets from operations          581,974 
                                      =========

</TABLE>

See accompanying notes to unaudited financial statements.




















<PAGE>

<TABLE>

<CAPTION>
                                            ALLIANZ LIFE VARIABLE ACCOUNT B
                                                           of
                                    ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA

                                          Statements of Changes in Net Assets

                                For the periods ended June 30, 1995 and 1994 (unaudited)

                                                     (In thousands)

                                             Money Market     Fund    Growth and   Income Fund   Precious   Metals Fund
                                            --------------  --------  -----------  ------------  ---------  ------------
                                                 1995         1994       1995          1994        1995         1994
                                            --------------  --------  -----------  ------------  ---------  ------------
<S>                                         <C>             <C>       <C>          <C>           <C>        <C>
Increase (decrease) in net assets:
Operations:
Investment income (loss), net               $       9,356     2,297        3,603          (138)       784           (13)
Realized gains (losses)
   on investments, net                                  -         -       18,403         7,195      1,414         1,150 
Net change in unrealized appreciation
(depreciation) on investments                           -         -       48,514       (29,738)    (2,626)       (7,177)
                                            --------------  --------  -----------  ------------  ---------  ------------

  Net increase (decrease) in net assets
      from operations                               9,356     2,297       70,520       (22,681)      (428)       (6,040)
                                            --------------  --------  -----------  ------------  ---------  ------------
Contract transactions:
Purchase payments                                  93,045   208,236       38,720        84,755      5,515        26,009 
Transfers between funds                          (107,153)  127,258       56,617        24,393     (3,012)        9,922 
Surrenders and terminations                       (66,274)  (21,599)     (33,681)      (12,659)    (6,186)       (1,596)
Rescissions                                        (1,569)   (4,156)      (1,014)       (1,092)      (211)         (211)
Other transactions (note 2)                           408        51          196            23         18            (1)
                                            --------------  --------  -----------  ------------  ---------  ------------

  Net increase (decrease) in net assets
     resulting from contract transactions         (81,543)  309,790       60,838        95,420     (3,876)       34,123 
                                            --------------  --------  -----------  ------------  ---------  ------------

Increase (decrease) in net assets                 (72,187)  312,087      131,358        72,739     (4,304)       28,083 
                                            --------------  --------  -----------  ------------  ---------  ------------

Net assets at beginning of period                 487,239   123,639      471,773       338,082    115,828        67,770 
                                            --------------  --------  -----------  ------------  ---------  ------------

<PAGE>
Net assets at end of period                 $     415,052   435,726      603,131       410,821    111,524        95,853 
                                            ==============  ========  ===========  ============  =========  ============


                                            High Income     Fund
                                            ------------  --------
                                                1995        1994
                                            ------------  --------
<S>                                         <C>           <C>
Increase (decrease) in net assets:
Operations:
Investment income (loss), net                    17,371     8,094 
Realized gains (losses)
   on investments, net                            1,599     2,920 
Net change in unrealized appreciation
(depreciation) on investments                    12,277   (19,395)
                                            ------------  --------

  Net increase (decrease) in net assets
      from operations                            31,247    (8,381)
                                            ------------  --------
Contract transactions:
Purchase payments                                20,870    53,756 
Transfers between funds                          33,534   (13,259)
Surrenders and terminations                     (18,143)   (6,461)
Rescissions                                        (822)     (565)
Other transactions (note 2)                          45         8 
                                            ------------  --------

  Net increase (decrease) in net assets
     resulting from contract transactions        35,484    33,479 
                                            ------------  --------

Increase (decrease) in net assets                66,731    25,098 
                                            ------------  --------

Net assets at beginning of period               229,026   178,627 
                                            ------------  --------

Net assets at end of period                     295,757   203,725 
                                            ============  ========

</TABLE>

See accompanying notes to unaudited financial statements.



<PAGE>

<TABLE>

<CAPTION>
                                              ALLIANZ LIFE VARIABLE ACCOUNT B
                                                            of
                                      ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA

                                      Statements of Changes in Net Assets (Continued)

                                 For the periods ended June 30, 1995 and 1994 (unaudited)

                                                      (In thousands)

                                             Real Estate   Securities Fund   U.S. Government   Securities Fund    Utility
                                            -------------  ----------------  ----------------  ----------------  ----------
                                                1995             1994              1995              1994           1995
                                            -------------  ----------------  ----------------  ----------------  ----------
<S>                                         <C>            <C>               <C>               <C>               <C>
Increase (decrease) in net assets:
Operations:
Investment income (loss), net               $      4,715               845            34,195            24,045      57,160 
Realized gains (losses)
   on investments, net                               288               265             1,179             3,527        (902)
Net change in unrealized appreciation
(depreciation) on investments                        986                67            23,345           (65,312)     70,115 
                                            -------------  ----------------  ----------------  ----------------  ----------

  Net increase (decrease) in net assets
      from operations                              5,989             1,177            58,719           (37,740)    126,373 
                                            -------------  ----------------  ----------------  ----------------  ----------
Contract transactions:
Purchase payments                                 10,942            46,279            20,853            82,493      37,040 
Transfers between funds                           (8,300)           34,800            14,023           (61,691)     18,454 
Surrenders and terminations                       (8,850)           (2,520)          (40,155)          (24,545)    (68,216)
Rescissions                                         (181)             (292)             (917)           (2,604)     (1,162)
Other transactions (note 2)                          103                 4               (86)               41         561 
                                            -------------  ----------------  ----------------  ----------------  ----------

  Net increase (decrease) in net assets
     resulting from contract transactions         (6,286)           78,271            (6,282)           (6,306)    (13,323)
                                            -------------  ----------------  ----------------  ----------------  ----------

Increase (decrease) in net assets                   (297)           79,448            52,437           (44,046)    113,050 
                                            -------------  ----------------  ----------------  ----------------  ----------

Net assets at beginning of period                181,599            85,896           504,837           593,842   1,058,531 
                                            -------------  ----------------  ----------------  ----------------  ----------

<PAGE>
Net assets at end of period                 $    181,302           165,344           557,274           549,796   1,171,581 
                                            =============  ================  ================  ================  ==========


                                            Equity Fund
                                            ------------
                                                1994
                                            ------------
<S>                                         <C>
Increase (decrease) in net assets:
Operations:
Investment income (loss), net                    39,233 
Realized gains (losses)
   on investments, net                            7,898 
Net change in unrealized appreciation
(depreciation) on investments                  (281,192)
                                            ------------

  Net increase (decrease) in net assets
      from operations                          (234,061)
                                            ------------
Contract transactions:
Purchase payments                               158,186 
Transfers between funds                        (244,657)
Surrenders and terminations                     (41,052)
Rescissions                                      (2,822)
Other transactions (note 2)                        (252)
                                            ------------

  Net increase (decrease) in net assets
     resulting from contract transactions      (130,597)
                                            ------------

Increase (decrease) in net assets              (364,658)
                                            ------------

Net assets at beginning of period             1,458,533 
                                            ------------

Net assets at end of period                   1,093,875 
                                            ============

</TABLE>

See accompanying notes to unaudited financial statements.



<PAGE>

<TABLE>

<CAPTION>
                                           ALLIANZ LIFE VARIABLE ACCOUNT B
                                                         of
                                   ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA

                                   Statements of Changes in Net Assets (Continued)

                              For the periods ended June 30, 1995 and 1994 (unaudited)

                                                   (In thousands)

                                         Zero Coupon   Fund-1995   Zero Coupon   Fund-2000   Zero Coupon   Fund-2005
                                        -------------  ----------  ------------  ----------  ------------  ----------
                                            1995          1994         1995         1994         1995         1994
                                        -------------  ----------  ------------  ----------  ------------  ----------
<S>                                     <C>            <C>         <C>           <C>         <C>           <C>
Increase (decrease) in net assets:
Operations:
Investment income (loss), net           $      2,615       2,340         3,616       2,681         2,209       1,320 
Realized gains (losses)
   on investments, net                           376         553           651         764           295         706 
Net change in unrealized appreciation
(depreciation) on investments                 (1,333)     (3,478)        6,761      (8,072)        6,818      (6,204)
                                        -------------  ----------  ------------  ----------  ------------  ----------

   Net increase (decrease) in net
      assets from operations                   1,658        (585)       11,028      (4,627)        9,322      (4,178)
                                        -------------  ----------  ------------  ----------  ------------  ----------
Contract transactions:
Purchase payments                              1,264       2,588         9,882      13,398         6,791      10,167 
Transfers between funds                        1,303       1,128         6,290      (2,303)        3,359      (2,515)
Surrenders and terminations                   (8,146)     (1,500)       (4,430)     (1,995)       (2,200)     (1,096)
Rescissions                                      (41)        (11)         (216)       (133)         (137)       (246)
Other transactions (note 2)                      107          (3)          (17)        (15)            1          (8)
                                        -------------  ----------  ------------  ----------  ------------  ----------

  Net increase (decrease) in
     net assets resulting
     from contract transactions               (5,513)      2,202        11,509       8,952         7,814       6,302 
                                        -------------  ----------  ------------  ----------  ------------  ----------

Increase (decrease) in net assets             (3,855)      1,617        22,537       4,325        17,136       2,124 
                                        -------------  ----------  ------------  ----------  ------------  ----------

Net assets at beginning of period             45,941      44,771        76,140      63,301        44,756      36,469 
                                        -------------  ----------  ------------  ----------  ------------  ----------
<PAGE>
Net assets at end of period             $     42,086      46,388        98,677      67,626        61,892      38,593 
                                        =============  ==========  ============  ==========  ============  ==========


                                        Zero Coupon   Fund-2010
                                        ------------  ----------
                                            1995         1994
                                        ------------  ----------
<S>                                     <C>           <C>
Increase (decrease) in net assets:
Operations:
Investment income (loss), net                 1,508         933 
Realized gains (losses)
   on investments, net                        1,333         559 
Net change in unrealized appreciation
(depreciation) on investments                 8,077      (5,133)
                                        ------------  ----------

   Net increase (decrease) in net
      assets from operations                 10,918      (3,641)
                                        ------------  ----------
Contract transactions:
Purchase payments                             5,479       4,962 
Transfers between funds                       7,576          54 
Surrenders and terminations                  (2,777)     (1,194)
Rescissions                                    (323)        (35)
Other transactions (note 2)                      49          (4)
                                        ------------  ----------

  Net increase (decrease) in
     net assets resulting
     from contract transactions              10,004       3,783 
                                        ------------  ----------

Increase (decrease) in net assets            20,922         142 
                                        ------------  ----------

Net assets at beginning of period            41,255      25,489 
                                        ------------  ----------

Net assets at end of period                  62,177      25,631 
                                        ============  ==========

</TABLE>

See accompanying notes to unaudited financial statements.


<PAGE>

<TABLE>

<CAPTION>
                                          ALLIANZ LIFE VARIABLE ACCOUNT B
                                                         of
                                  ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA

                                  Statements of Changes in Net Assets (Continued)

                              For the periods ended June 30, 1995 and 1994 (unaudited)

                                                   (In thousands)

                                      Global    Income Fund   Investment Grade   Intermediate Bond Fund     Income
                                     ---------  ------------  -----------------  -----------------------  ----------
                                       1995         1994            1995                  1994               1995
                                     ---------  ------------  -----------------  -----------------------  ----------
<S>                                  <C>        <C>           <C>                <C>                      <C>
Increase (decrease) in net assets:
Operations:
Investment income (loss), net        $  6,845         4,718              4,974                    2,693      52,089 
Realized gains (losses)
   on investments, net                   (609)        2,556                253                      634       4,978 
Net change in unrealized
   appreciation (depreciation)
   on investments                       9,499       (27,015)             1,874                   (5,362)     48,953 
                                     ---------  ------------  -----------------  -----------------------  ----------

  Net increase (decrease) in
     net assets from operations        15,735       (19,741)             7,101                   (2,035)    106,020 
                                     ---------  ------------  -----------------  -----------------------  ----------
Contract transactions:
Purchase payments                       6,804        65,081              8,157                   29,237      65,659 
Transfers between funds               (12,429)        9,885              2,531                   (3,068)     27,627 
Surrenders and terminations           (14,558)       (6,559)            (8,938)                  (3,353)    (61,711)
Rescissions                              (263)       (1,008)              (189)                    (375)     (1,756)
Other transactions (note 2)               (35)           (1)                31                      (11)        729 
                                     ---------  ------------  -----------------  -----------------------  ----------

  Net increase (decrease) in
     net assets resulting from
     contract transactions            (20,481)       67,398              1,592                   22,430      30,548 
                                     ---------  ------------  -----------------  -----------------------  ----------

Increase (decrease) in net assets      (4,746)       47,657              8,693                   20,395     136,568 
                                     ---------  ------------  -----------------  -----------------------  ----------


<PAGE>
Net assets at beginning of period     231,368       191,246            139,325                  110,466     927,343 
                                     ---------  ------------  -----------------  -----------------------  ----------

Net assets at end of period          $226,622       238,903            148,018                  130,861   1,063,911 
                                     =========  ============  =================  =======================  ==========


                                     Securities Fund
                                     ----------------
                                           1994
                                     ----------------
<S>                                  <C>
Increase (decrease) in net assets:
Operations:
Investment income (loss), net                 19,888 
Realized gains (losses)
   on investments, net                         4,562 
Net change in unrealized
   appreciation (depreciation)
   on investments                            (81,483)
                                     ----------------

  Net increase (decrease) in
     net assets from operations              (57,033)
                                     ----------------
Contract transactions:
Purchase payments                            243,562 
Transfers between funds                       32,591 
Surrenders and terminations                  (23,687)
Rescissions                                   (3,826)
Other transactions (note 2)                      (58)
                                     ----------------

  Net increase (decrease) in
     net assets resulting from
     contract transactions                   248,582 
                                     ----------------

Increase (decrease) in net assets            191,549 
                                     ----------------

Net assets at beginning of period            691,056 
                                     ----------------

Net assets at end of period                  882,605 
                                     ================
</TABLE>
See accompanying notes to unaudited financial statements.
<PAGE>

<TABLE>
<CAPTION>
                                                 ALLIANZ LIFE VARIABLE ACCOUNT B
                                                               of
                                         ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA

                                         Statements of Changes in Net Assets (Continued)

                                    For the periods ended June 30, 1995 and 1994 (unaudited)

                                                         (In thousands)

                                               Adjustable     U.S.    Templeton   Pacific                              Templeton
                                               Government     Fund      Growth      Fund     Rising   Dividends Fund     Equity
                                              ------------  --------  ----------  --------  --------  ---------------  ----------
                                                  1995        1994       1995       1994      1995         1994           1995
                                              ------------  --------  ----------  --------  --------  ---------------  ----------
<S>                                           <C>           <C>       <C>         <C>       <C>       <C>              <C>
Increase (decrease) in net assets:
Operations:
Investment income (loss), net                 $    10,992     9,941       3,845    (1,223)    5,167            2,705       7,631 
Realized gains (losses) on investments, net          (452)      331       1,907     1,895       (74)            (428)     16,980 
Net change in unrealized appreciation
(depreciation) on investments                      (1,121)  (12,515)       (631)  (21,024)   32,488          (18,241)     24,944 
                                              ------------  --------  ----------  --------  --------  ---------------  ----------

  Net increase (decrease) in net assets
      from operations                               9,419    (2,243)      5,121   (20,352)   37,581          (15,964)     49,555 
                                              ------------  --------  ----------  --------  --------  ---------------  ----------
Contract transactions:
Purchase payments                                  19,399    82,815      14,806   108,979    17,392           43,892      51,997 
Transfers between funds                           (44,949)  (76,561)    (26,911)   34,934    24,881          (23,244)    (32,763)
Surrenders and terminations                       (14,959)  (13,410)    (18,171)   (5,663)  (14,529)          (6,897)    (34,873)
Rescissions                                          (737)     (921)       (740)   (1,453)     (409)            (297)     (1,362)
Other transactions (note 2)                             9        54         (10)       33        87              (43)        147 
                                              ------------  --------  ----------  --------  --------  ---------------  ----------

  Net increase (decrease) in net assets
     resulting from contract transactions         (41,237)   (8,023)    (31,026)  136,830    27,422           13,411     (16,854)
                                              ------------  --------  ----------  --------  --------  ---------------  ----------

Increase (decrease) in net assets                 (31,818)  (10,266)    (25,905)  116,478    65,003           (2,553)     32,701 
                                              ------------  --------  ----------  --------  --------  ---------------  ----------

Net assets at beginning of period                 220,042   281,061     348,655   202,676   281,145          271,147     735,339 
                                              ------------  --------  ----------  --------  --------  ---------------  ----------


<PAGE>
Net assets at end of period                   $   188,224   270,795     322,750   319,154   346,148          268,594     768,040 
                                              ============  ========  ==========  ========  ========  ===============  ==========

                                              International
                                                   Fund
                                              --------------
                                                   1994
                                              --------------
<S>                                           <C>
Increase (decrease) in net assets:
Operations:
Investment income (loss), net                        (1,778)
Realized gains (losses) on investments, net           4,684 
Net change in unrealized appreciation
(depreciation) on investments                       (15,900)
                                              --------------

  Net increase (decrease) in net assets
      from operations                               (12,994)
                                              --------------
Contract transactions:
Purchase payments                                   201,003 
Transfers between funds                             111,939 
Surrenders and terminations                          (8,255)
Rescissions                                          (1,897)
Other transactions (note 2)                              59 
                                              --------------

  Net increase (decrease) in net assets
     resulting from contract transactions           302,849 
                                              --------------

Increase (decrease) in net assets                   289,855 
                                              --------------

Net assets at beginning of period                   293,740 
                                              --------------

Net assets at end of period                         583,595 
                                              ==============

</TABLE>

See accompanying notes to unaudited financial statements.




<PAGE>

<TABLE>

<CAPTION>
                                                ALLIANZ LIFE VARIABLE ACCOUNT B
                                                              of
                                        ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA

                                        Statements of Changes in Net Assets (Continued)

                                   For the periods ended June 30, 1995 and 1994 (unaudited)

                                                        (In thousands)

                                         Templeton    Developing   Templeton   Global   Templeton       Global
                                          Markets    Equity Fund     Growth     Fund      Asset     Allocation Fund  Total All
                                        -----------  ------------  ----------  -------  ----------  ---------------  ----------
                                           1995          1994         1995      1994       1995          1994           1995
                                        -----------  ------------  ----------  -------  ----------  ---------------  ----------
<S>                                     <C>          <C>           <C>         <C>      <C>         <C>              <C>
Increase (decrease) in net assets:
Operations:
Investment income (loss), net                ($234)          (58)        (46)     (92)        (10)                -    228,385 
Realized gains (losses)
   on investments, net                        (230)            -          29        1           -                 -     47,418 
Net change in unrealized appreciation
(depreciation) on investments                4,137          (117)     13,067     (139)         27                 -    306,171 
                                        -----------  ------------  ----------  -------  ----------  ---------------  ----------

  Net increase (decrease) in
    net assets from operations               3,673          (175)     13,050     (230)         17                 -    581,974 
                                        -----------  ------------  ----------  -------  ----------  ---------------  ----------
Contract transactions:
Purchase payments                           21,837        15,650      57,067   20,836         600                 -    514,119 
Transfers between funds                     10,797        15,930      25,599   24,464       2,926                 -          - 
Investment by Allianz Life                       -             -           -      500         500                 -        500 
Surrenders and terminations                 (3,099)         (136)     (6,323)    (233)        (15)                -   (436,234)
Rescissions                                   (668)          (59)     (1,179)     (87)          -                 -    (13,896)
Other transactions (note 2)                    (12)           (1)          7       (1)          -                 -      2,338 
                                        -----------  ------------  ----------  -------  ----------  ---------------  ----------

  Net increase (decrease) in
   net assets resulting
   from contract transactions               28,855        31,384      75,171   45,479       4,011                 -     66,827 
                                        -----------  ------------  ----------  -------  ----------  ---------------  ----------

Increase (decrease) in net assets           32,528        31,209      88,221   45,249       4,028                 -    648,801 
                                        -----------  ------------  ----------  -------  ----------  ---------------  ----------

<PAGE>
Net assets at beginning of period           92,469             -     149,393        -           -                 -  6,382,004 
                                        -----------  ------------  ----------  -------  ----------  ---------------  ----------

Net assets at end of period             $  124,997        31,209     237,614   45,249       4,028                 -  7,030,805 
                                        ===========  ============  ==========  =======  ==========  ===============  ==========

                                          Funds
                                        ----------
                                           1994
                                        ----------
<S>                                     <C>
Increase (decrease) in net assets:
Operations:
Investment income (loss), net             118,431 
Realized gains (losses)
   on investments, net                     39,772 
Net change in unrealized appreciation
(depreciation) on investments            (607,430)
                                        ----------

  Net increase (decrease) in
    net assets from operations           (449,227)
                                        ----------
Contract transactions:
Purchase payments                       1,501,884 
Transfers between funds                         - 
Investment by Allianz Life                    500 
Surrenders and terminations              (184,410)
Rescissions                               (22,090)
Other transactions (note 2)                  (125)
                                        ----------

  Net increase (decrease) in
   net assets resulting
   from contract transactions           1,295,759 
                                        ----------

Increase (decrease) in net assets         846,532 
                                        ----------

Net assets at beginning of period       5,057,811 
                                        ----------

Net assets at end of period             5,904,343 
                                        ==========

</TABLE>
See accompanying notes to unaudited financial statements.
<PAGE>
                       ALLIANZ LIFE VARIABLE ACCOUNT B

                                      of

               ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA

                        Notes to Financial Statements

                          June 30, 1995 (unaudited)



 1.     ORGANIZATION

Allianz  Life Variable Account B (Variable Account) is a segregated investment
account  of Allianz Life Insurance Company of North America (Allianz Life) and
is registered with the Securities and Exchange Commission as a unit investment
trust  pursuant  to  the  provisions of the Investment Company Act of 1940 (as
amended).   The Variable Account was established on May 31, 1985 and commenced
operations  January 24, 1989.  Accordingly, it is an accounting entity wherein
all segregated account transactions are reflected.

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

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

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

 2.     SIGNIFICANT ACCOUNTING POLICIES

INVESTMENTS

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

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

The Templeton Developing Markets Equity Fund and Templeton Global Growth Fund
were  added  as  available investment options on March 15, 1994. The Templeton
Global  Asset  Allocation  Fund was added as an available investment option on
May 1, 1995.

In  April  1995,  the Equity Growth Fund name was changed to Growth and Income
Fund.

CONTRACTS IN ANNUITY PAYMENT PERIOD

Annuity reserves are computed for currently payable contracts according to the
1983  Individual  Annuity  Mortality Table, using an assumed investment return
(AIR) equal to the AIR of the specific contracts, either 3% or 5%.  Charges to
annuity reserves for mortality and risk expense are reimbursed to Allianz Life
if  the  reserves  required are less than originally estimated.  If additional
reserves are required, Allianz Life reimburses the account.

EXPENSES

ASSET BASED EXPENSES

A mortality and expense risk charge is deducted from the Variable Account on a
daily basis equal, on an annual basis, to 1.25% of the daily net assets of the
Variable Account.

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

CONTRACT BASED EXPENSES

A contract maintenance charge is paid by the contract owner annually from each
contract  by liquidating contract units at the end of the contract year and at
the time of full surrender.  The amount of the charge is $30 each year. 
Contract  maintenance  charges  paid by the contract owners during the periods
ended  June  30,  1995 and 1994 were $2,169,639 and $1,260,106, respectively. 
These  contract charges are reflected in the unaudited financial statements as
other transactions.

A  contingent deferred sales charge is deducted from the contract value at the
time of a surrender.  This charge applies only to a surrender of purchase
payments received within five years of the date of surrender.  For this
purpose,  purchase payments are allocated on a first-in, first-out basis.  The
<PAGE>
amount of the contingent deferred sales charge is calculated by:  (a)
allocating  purchase  payments  to the amount surrendered; and (b) multiplying
each  allocated purchase payment that has been held under the contract for the
period shown below by the charge shown below:


<TABLE>

<CAPTION>

<S>                   <C>      <C>                  <C>
VALUEMARK II                   VALUEMARK III
- --------------------           -------------------         
 Years Since Payment  Charge   Years Since Payment  Charge
- --------------------  -------  -------------------  -------

0-1                        5%                  0-1       6%
1-2                        5%                  1-2       5%
2-3                        4%                  2-3       4%
3-4                        3%                  3-4       3%
4-5                      1.5%                  4-5     1.5%
5+                         0                    5+       0 

</TABLE>

and (c) adding the products of each multiplication in (b) above.

A  contract  owner may, not more frequently than once annually on a cumulative
basis, make a surrender each contract year of fifteen percent (15%) of
purchase payments paid, less any prior surrenders, without incurring a
contingent deferred sales charge.

For a partial surrender, the contingent deferred sales charge will be deducted
from the remaining contract value, if sufficient; otherwise it will be
deducted from the amount surrendered.

Total  contingent  deferred  sales charges paid by the contract owners for the
periods ended June 30, 1995 and 1994 were $6,597,070 and $3,056,630,
respectively.

Currently, twelve transfers are permitted each contract year.  Thereafter, the
fee is $25 per transfer, or 2% of the amount transferred, if less.  Currently,
transfers  associated with the dollar cost averaging program are not counted. 
Total  transfer charges paid by the contract owners for the periods ended June
30,  1995  and  1994 were $66,942 and $36,245, respectively.  Transfer charges
are reflected in the unaudited financial statements as other transactions.


<PAGE>
Premium  taxes  or other taxes payable to a state or other governmental entity
will  be  charged  against the contract values.  Allianz Life may, in its sole
discretion,  pay taxes when due and deduct that amount from the contract value
at  a later date.  Payment at an earlier date does not waive any right Allianz
Life may have to deduct such amounts at a later date.

On  certain  contracts, a systematic withdrawal plan is available which allows
an owner to withdraw up to 9% of purchase payments less prior surrenders
annually,  paid  monthly or quarterly, without incurring a contingent deferred
sales  charge.  The exercise of the systematic withdrawal plan in any contract
year replaces the 15% penalty free privilege for that year.

A  rescission  is defined as a contract that is returned to the Company by the
Contract  Owner  and canceled within the free-look period, generally within 10
days.

 3.     CAPITALIZATION

On  January  5,  1994,  $100 and $500,100 was provided by Allianz Life for the
establishment  of  the  Templeton Developing Markets Equity Fund and Templeton
Global  Growth  Fund, respectively.  All investments were withdrawn by Allianz
Life on August 29, 1994 at the then-current market value of $535,212.

On April 18, 1995, $500,000 was provided by Allianz Life for the establishment
of  the  Templeton Global Asset Allocation Fund.  On June 30, 1995, the market
value of this investment was $506,500.


4.     INVESTMENT TRANSACTIONS

The  sub-account  purchases of fund shares, including reinvestment of dividend
distributions, were as follows during the period ended June 30, 1995 (in
thousands):
<TABLE>

<CAPTION>

<S>                                       <C>
Money Market Fund                         $139,590
Growth and Income Fund                     103,485
Precious Metals Fund                        33,284
High Income Fund                            74,611
Real Estate Securities Fund                 16,605
U.S. Government Securities Fund             67,547
Utility Equity Fund                        107,858
Zero Coupon Fund - 1995                      7,387
Zero Coupon Fund - 2000                     21,895
Zero Coupon Fund - 2005                     13,807
<PAGE>
Zero Coupon Fund - 2010                     28,129
Global Income Fund                          13,097
Investment Grade Intermediate Bond Fund     14,250
Income Securities Fund                     114,924
Adjustable U.S. Government Fund             24,011
Templeton Pacific Growth Fund               57,140
Rising Dividends Fund                       40,515
Templeton International Equity Fund         60,839
Templeton Developing Markets Equity Fund    34,852
Templeton Global Growth Fund                77,671
Templeton Global Asset Allocation Fund       4,011

</TABLE>


5.     FEDERAL INCOME TAXES

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

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

<TABLE>

<CAPTION>
6.     CONTRACT TRANSACTIONS - ACCUMULATION UNIT ACTIVITY (IN THOUSANDS EXCEPT PER UNIT DATA)
Transactions in units for each fund for the period ended June 30, 1995 and the year ended December 31, 1994 were as follows:

                                                 Growth                           Real         U.S.                   Zero
                                       Money      and     Precious     High      Estate     Government    Utility    Coupon
                                      Market     Income    Metals     Income   Securities   Securities     Equity    Fund -
                                       Fund       Fund      Fund       Fund       Fund         Fund         Fund      1995
                                     ---------  --------  ---------  --------  -----------  -----------  ----------  -------
<S>                                  <C>        <C>       <C>        <C>       <C>          <C>          <C>         <C>
Accumulation units
  outstanding at
  December 31, 1993                    10,247    24,719      4,685    11,787        5,589       40,402      84,217    3,092 
Contract transactions:
Purchase payments                      33,071     9,135      2,732     4,967        4,417        7,429      12,472      344 
Transfers between funds                 2,902     4,379      1,303       422        2,206       (6,649)    (19,941)     224 
Surrenders and terminations            (6,011)   (2,397)      (409)   (1,428)        (525)      (4,458)     (6,391)    (462)
Rescissions                              (792)     (137)       (26)      (75)         (41)        (239)       (264)      (2)
Other transactions                         20        (4)         -         6           (1)           5         (11)      (1)
                                     ---------  --------  ---------  --------  -----------  -----------  ----------  -------
<PAGE>
Net increase (decrease) in
accumulation units resulting
from contract transactions             29,190    10,976      3,600     3,892        6,056       (3,912)    (14,135)     103 
                                     ---------  --------  ---------  --------  -----------  -----------  ----------  -------

Accumulation units
  outstanding at
  December 31, 1994                    39,437    35,695      8,285    15,679       11,645       36,490      70,082    3,195 
                                     =========  ========  =========  ========  ===========  ===========  ==========  =======

Accumulation unit value per
  unit at December 31, 1994          $ 12.354    13.215     13.979    14.608       15.594       13.835      15.104   14.380 
                                     =========  ========  =========  ========  ===========  ===========  ==========  =======

Contract transactions (unaudited):
Purchase payments                       7,421     2,692        406     1,324          708        1,409       2,291       86 
Transfers between funds                (8,574)    3,930       (266)    2,193         (542)         979       1,185       92 
Surrenders and terminations            (5,313)   (2,377)      (455)   (1,161)        (572)      (2,743)     (4,250)    (556)
Rescissions                              (126)      (70)       (15)      (53)         (12)         (61)        (72)      (3)
Other transactions                         33        15          1         3            7           (6)         36        7 
                                     ---------  --------  ---------  --------  -----------  -----------  ----------  -------

Net increase (decrease) in
accumulation units resulting
from contract transactions             (6,559)    4,190       (329)    2,306         (411)        (422)       (810)    (374)
                                     ---------  --------  ---------  --------  -----------  -----------  ----------  -------

Accumulation units
  outstanding at
  June 30, 1995 (unaudited)            32,878    39,885      7,956    17,985       11,234       36,068      69,272    2,821 
                                     =========  ========  =========  ========  ===========  ===========  ==========  =======

Accumulation unit value per
  unit at June 30, 1995 (unaudited)  $ 12.622    15.112     14.016    16.444       16.139       15.451      16.906   14.915 
                                     =========  ========  =========  ========  ===========  ===========  ==========  =======

Accumulation net assets
  at June 30, 1995 (unaudited)       $415,007   602,748    111,524   295,757      181,302      557,274   1,171,106   42,086 
                                     =========  ========  =========  ========  ===========  ===========  ==========  =======









<PAGE>
                                      Zero     Zero     Zero
                                     Coupon   Coupon   Coupon
                                     Fund -   Fund -   Fund -
                                      2000     2005     2010
                                     -------  -------  -------
<S>                                  <C>      <C>      <C>
Accumulation units
  outstanding at
  December 31, 1993                   3,787    2,020    1,405 
Contract transactions:
Purchase payments                     1,434      942      541 
Transfers between funds                 114       (4)     864 
Surrenders and terminations            (357)    (154)    (204)
Rescissions                             (24)     (18)     (17)
Other transactions                       (1)      (6)       - 
                                     -------  -------  -------
Net increase (decrease) in
accumulation units resulting
from contract transactions            1,166      760    1,184 
                                     -------  -------  -------

Accumulation units
  outstanding at
  December 31, 1994                   4,953    2,780    2,589 
                                     =======  =======  =======

Accumulation unit value per
  unit at December 31, 1994          15.373   16.096   15.930 
                                     =======  =======  =======

Contract transactions (unaudited):
Purchase payments                       607      393      320 
Transfers between funds                 404      207      437 
Surrenders and terminations            (268)    (125)    (157)
Rescissions                             (13)      (8)     (19)
Other transactions                       (1)       -        3 
                                     -------  -------  -------
Net increase (decrease) in
accumulation units resulting
from contract transactions              729      467      584 
                                     -------  -------  -------

Accumulation units
  outstanding at
  June 30, 1995 (unaudited)           5,682    3,247    3,173 
                                     =======  =======  =======


<PAGE>
Accumulation unit value per
  unit at June 30, 1995 (unaudited)  17.368   19.061   19.596 
                                     =======  =======  =======

Accumulation net assets
  at June 30, 1995 (unaudited)       98,677   61,892   62,177 
                                     =======  =======  =======

</TABLE>







































<PAGE>

<TABLE>
<CAPTION>
6. CONTRACT TRANSACTIONS - ACCUMULATION UNIT ACTIVITY (IN THOUSANDS EXCEPT PER UNIT DATA) (CONTINUED)

                                        Investment                 Adjustable   Templeton                 Templeton
                             Global        Grade        Income        U.S.       Pacific      Rising    International
                             Income    Intermediate   Securities   Government     Growth    Dividends       Equity
                              Fund       Bond Fund       Fund         Fund         Fund        Fund          Fund
                            ---------  -------------  -----------  -----------  ----------  ----------  --------------
<S>                         <C>        <C>            <C>          <C>          <C>         <C>         <C>
Accumulation units
  outstanding at
  December 31, 1993           13,054          7,677       38,967       24,975      14,240      26,256          24,026 
Contract transactions:
Purchase payments              5,526          2,779       19,487       10,678      10,676       6,295          23,800 
Transfers between funds         (465)           (28)       2,539      (12,898)      3,849      (1,955)         15,240 
Surrenders and
  terminations                (1,178)          (619)      (4,065)      (2,716)     (1,371)     (1,748)         (2,341)
Rescissions                      (92)           (37)        (364)        (184)       (164)        (83)           (268)
Other transactions                10              -            5           10           1          13               7 
                            ---------  -------------  -----------  -----------  ----------  ----------  --------------
Net increase (decrease)
 in accumulation units
 resulting from
 contract transactions         3,801          2,095       17,602       (5,110)     12,991       2,522          36,438 
                            ---------  -------------  -----------  -----------  ----------  ----------  --------------

Accumulation units
 outstanding at
 December 31, 1994            16,855          9,772       56,569       19,865      27,231      28,778          60,464 
                            =========  =============  ===========  ===========  ==========  ==========  ==============

Accumulation unit value
 per unit at
 December 31, 1994          $ 13.726         14.257       16.392       11.077      12.802       9.769          12.161 
                            =========  =============  ===========  ===========  ==========  ==========  ==============

Contract transactions
(unaudited):
Purchase payments                483            556        3,784        1,702       1,157       1,643           4,235 
Transfers between funds         (895)           173        1,593       (3,973)     (2,113)      2,334          (2,704)
Investment by
  Allianz Life                     -              -            -            -           -           -               - 
Surrenders and
  terminations                (1,033)          (613)      (3,607)      (1,318)     (1,441)     (1,390)         (2,842)
Rescissions                      (19)           (13)        (101)         (65)        (59)        (39)           (111)
Other transactions                (2)             2           45            1           -           9              12 
                            ---------  -------------  -----------  -----------  ----------  ----------  --------------
<PAGE>
Net increase (decrease)
 in accumulation units
 resulting from
 contract transactions        (1,466)           105        1,714       (3,653)     (2,456)      2,557          (1,410)
                            ---------  -------------  -----------  -----------  ----------  ----------  --------------

Accumulation units
 outstanding at
 June 30, 1995 (unaudited)    15,389          9,877       58,283       16,212      24,775      31,335          59,054 
                            =========  =============  ===========  ===========  ==========  ==========  ==============

Accumulation unit value
 per unit at
 June 30, 1995 (unaudited)  $ 14.725         14.984       18.242       11.610      13.015      11.035          13.005 
                            =========  =============  ===========  ===========  ==========  ==========  ==============

Accumulation net
 assets at
 June 30, 1995 (unaudited)  $226,622        148,018    1,063,210      188,224     322,458     345,792         767,989 
                            =========  =============  ===========  ===========  ==========  ==========  ==============


                             Templeton                Templeton
                            Developing   Templeton     Global
                              Markets      Global       Asset       Total
                              Equity       Growth    Allocation      All
                               Fund         Fund        Fund        Funds
                            -----------  ----------  -----------  ----------
<S>                         <C>          <C>         <C>          <C>
Accumulation units
  outstanding at
  December 31, 1993                  -           -            -     341,145 
Contract transactions:
Purchase payments                5,673       8,665            -     171,063 
Transfers between funds          4,296       6,300            -       2,698 
Surrenders and
  terminations                    (146)       (215)           -     (37,195)
Rescissions                        (49)       (114)           -      (2,990)
Other transactions                   -           1            -          54 
                            -----------  ----------  -----------  ----------
Net increase (decrease)
 in accumulation units
 resulting from
 contract transactions           9,774      14,637            -     133,630 
                            -----------  ----------  -----------  ----------

Accumulation units
 outstanding at
<PAGE>
 December 31, 1994               9,774      14,637            -     474,775 
                            ===========  ==========  ===========  ==========



Accumulation unit value
 per unit at
 December 31, 1994               9.454      10.201            - 
                            ===========  ==========  ===========            

Contract transactions
(unaudited):
Purchase payments                2,349       5,465           60      39,091 
Transfers between funds          1,153       2,458          291      (1,638)
Investment by
  Allianz Life                       -           -           50          50 
Surrenders and
  terminations                    (334)       (608)          (1)    (31,164)
Rescissions                        (72)       (112)           -      (1,043)
Other transactions                   -           2            -         167 
                            -----------  ----------  -----------  ----------
Net increase (decrease)
 in accumulation units
 resulting from
 contract transactions           3,096       7,205          400       5,463 
                            -----------  ----------  -----------  ----------

Accumulation units
 outstanding at
 June 30, 1995 (unaudited)      12,870      21,842          400     480,238 
                            ===========  ==========  ===========  ==========

Accumulation unit value
 per unit at
 June 30, 1995 (unaudited)       9.678      10.855       10.097 
                            ===========  ==========  ===========            

Accumulation net
 assets at
 June 30, 1995 (unaudited)     124,552     237,091        4,028   7,027,534 
                            ===========  ==========  ===========  ==========

</TABLE>





<PAGE>















                       ALLIANZ LIFE VARIABLE ACCOUNT B

                                      of

               ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA


                             Financial Statements


                              December 31, 1994























<PAGE>

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

INDEPENDENT AUDITORS' REPORT

The  Board of Directors of Allianz Life Insurance Company of North America and
Contract Owners of Allianz Life Variable Account B:

We  have  audited the accompanying statements of assets and liabilities of the
sub-accounts  of  Allianz Life Variable Account B as of December 31, 1994, the
related  statements of operations for the year ended December 31, 1994 and the
statements of changes in net assets for each of the years in the two-year
period ended December 31, 1994.  These financial statements are the
responsibility of the Variable Account's management.  Our responsibility is to
express an opinion on these financial statements based on our audits.

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

In  our opinion, the financial statements referred to above present fairly, in
all material respects, the assets and liabilities of the sub-accounts of
Allianz  Life  Variable  Account  B at December 31, 1994, the results of their
operations  for  the year ended December 31, 1994 and the changes in their net
assets  for  each of the years in the two-year period ended December 31, 1994,
in conformity with generally accepted accounting principles.



                                                KPMG Peat Marwick LLP


Minneapolis, Minnesota
January 20, 1995






<PAGE>

<TABLE>

<CAPTION>
                                     ALLIANZ LIFE VARIABLE ACCOUNT B
                                                    of
                             ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA

                                   Statements of Assets and Liabilities

                                            December 31, 1994

                                              (In Thousands)

                                                                            Real        U.S.
                                    Money    Equity   Precious   High      Estate    Government   Utility
                                    Market   Growth    Metals   Income   Securities  Securities   Equity
                                     Fund     Fund      Fund     Fund       Fund        Fund       Fund
                                   --------  -------  --------  -------  ----------  ----------  ---------
<S>                                <C>       <C>      <C>       <C>      <C>         <C>         <C>
Investments at net asset value:

Franklin Valuemark Funds:
Money Market Fund,
   487,348 shares, cost $487,348   $487,348        -         -        -           -           -          -
Equity Growth Fund,
   35,158 shares, cost $448,538           -  471,814         -        -           -           -          -
Precious Metals Fund,
   8,222 shares, cost $111,118            -        -   115,842        -           -           -          -
High Income Fund, 18,759 shares,
   cost $230,437                          -        -         -  229,049           -           -          -
Real Estate Securities Fund,
   11,863 shares, cost $177,305           -        -         -        -     181,618           -          -
U.S. Government Securities Fund,
   40,166 shares, cost $518,015           -        -         -        -           -     504,881          -
Utility Equity Fund, 73,413
   shares, cost $1,148,001                -        -         -        -           -           -  1,058,618
                                   --------  -------  --------  -------  ----------  ----------  ---------

  Total assets                      487,348  471,814   115,842  229,049     181,618     504,881  1,058,618
                                   --------  -------  --------  -------  ----------  ----------  ---------

Liabilities:

Accrued mortality and expense
   risk charges                          97       37        12       20          17          39         78
Accrued administrative charges           12        4         2        3           2           5          9
                                   --------  -------  --------  -------  ----------  ----------  ---------

<PAGE>
  Total liabilities                     109       41        14       23          19          44         87
                                   --------  -------  --------  -------  ----------  ----------  ---------

Net Assets:

Contracts in accumulation
   period (note 6)                  487,204  471,693   115,828  229,026     181,599     504,837  1,058,511
Contracts in annuity payment
   period (note 2)                       35       80         -        -           -           -         20
                                   --------  -------  --------  -------  ----------  ----------  ---------

  Total net assets                 $487,239  471,773   115,828  229,026     181,599     504,837  1,058,531
                                   ========  =======  ========  =======  ==========  ==========  =========

</TABLE>

See accompanying notes to financial statements.































<PAGE>

<TABLE>

<CAPTION>
                                  ALLIANZ LIFE VARIABLE ACCOUNT B
                                                 of
                          ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA

                          Statements of Assets and Liabilities (Continued)

                                         December 31, 1994

                                           (In Thousands)

                                   Zero     Zero    Zero    Zero             Investment
                                  Coupon   Coupon  Coupon  Coupon  Global      Grade        Income
                                  Fund -   Fund -  Fund -  Fund -  Income   Intermediate  Securities
                                   1995     2000    2005    2010    Fund     Bond Fund       Fund
                                  -------  ------  ------  ------  -------  ------------  ----------
<S>                               <C>      <C>     <C>     <C>     <C>      <C>           <C>
Investments at net asset value:

Franklin Valuemark Funds:
Zero Coupon Fund - 1995,
   3,813 shares, cost $45,353     $45,950       -       -       -        -             -           -
Zero Coupon Fund - 2000,
   5,591 shares, cost $75,490           -  76,151       -       -        -             -           -
Zero Coupon Fund - 2005,
   3,253 shares, cost $45,654           -       -  44,765       -        -             -           -
Zero Coupon Fund - 2010,
   3,169 shares, cost $43,073           -       -       -  41,264        -             -           -
Global Income Fund,
   18,982 shares, cost $241,821         -       -       -       -  231,391             -           -
Investment Grade
   Intermediate Bond Fund,
   10,469 shares, cost $137,692         -       -       -       -        -       139,341           -
Income Securities Fund,
   64,810 shares, cost $948,922         -       -       -       -        -             -     927,428
                                  -------  ------  ------  ------  -------  ------------  ----------

  Total assets                     45,950  76,151  44,765  41,264  231,391       139,341     927,428
                                  -------  ------  ------  ------  -------  ------------  ----------

Liabilities:

Accrued mortality and expense
   risk charges                         8      10       8       8       20            14          76


<PAGE>
Accrued administrative charges          1       1       1       1        3             2           9
                                  -------  ------  ------  ------  -------  ------------  ----------

  Total liabilities                     9      11       9       9       23            16          85
                                  -------  ------  ------  ------  -------  ------------  ----------

Net Assets:

Contracts in accumulation
   period (note 6)
                                   45,941  76,140  44,756  41,255  231,368       139,325     927,253
Contracts in annuity payment
   period (note 2)                      -       -       -       -        -             -          90
                                  -------  ------  ------  ------  -------  ------------  ----------

  Total net assets                $45,941  76,140  44,756  41,255  231,368       139,325     927,343
                                  =======  ======  ======  ======  =======  ============  ==========

</TABLE>

See accompanying notes to financial statements.



























<PAGE>

<TABLE>
<CAPTION>
                                           ALLIANZ LIFE VARIABLE ACCOUNT B
                                                         of
                                   ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA

                                  Statements of Assets and Liabilities (Continued)

                                                  December 31, 1994

                                                   (In Thousands)

                                                                                     Templeton
                                   Adjustable   Templeton               Templeton    Developing  Templeton
                                      U.S.       Pacific    Rising    International   Markets     Global      Total
                                   Government    Growth    Dividends     Equity        Equity     Growth       All
                                      Fund        Fund       Fund         Fund          Fund       Fund       Funds
                                   -----------  ---------  ---------  -------------  ----------  ---------  ---------
<S>                                <C>          <C>        <C>        <C>            <C>         <C>        <C>
Investments at net asset value:

Franklin Valuemark Funds:
Adjustable U.S. Government Fund,
   20,899 shares, cost $227,528    $   220,064          -          -              -           -          -
Templeton Pacific Growth Fund,
   26,336 shares, cost $350,029              -    348,686          -              -           -          -
Rising Dividends Fund,
   28,202 shares, cost $295,515              -          -    281,172              -           -          -
Templeton International
   Equity Fund, 58,786 shares,
   cost $723,811                             -          -          -        735,411           -          -
Templeton Developing Markets
   Equity Fund, 9,674 shares,
   cost $98,874                              -          -          -              -      92,486          -
Templeton Global Growth Fund,
   14,257 shares, cost $149,053              -          -          -              -           -    149,410
                                   -----------  ---------  ---------  -------------  ----------  ---------           

  Total assets                         220,064    348,686    281,172        735,411      92,486    149,410  6,382,689
                                   -----------  ---------  ---------  -------------  ----------  ---------  ---------

Liabilities:

Accrued mortality and expense
   risk charges                             20         28         24             64          15         15        610
Accrued administrative charges               2          3          3              8           2          2         75
                                   -----------  ---------  ---------  -------------  ----------  ---------  ---------

<PAGE>
  Total liabilities                         22         31         27             72          17         17        685
                                   -----------  ---------  ---------  -------------  ----------  ---------  ---------


Net Assets:

Contracts in accumulation
   period (note 6)                     220,042    348,598    281,128        735,332      92,406    149,311  6,381,553
Contracts in annuity payment
   period (note 2)                           -         57         17              7          63         82        451
                                   -----------  ---------  ---------  -------------  ----------  ---------  ---------

  Total net assets                 $   220,042    348,655    281,145        735,339      92,469    149,393  6,382,004
                                   ===========  =========  =========  =============  ==========  =========  =========

</TABLE>

See accompanying notes to financial statements.






























<PAGE>

<TABLE>
<CAPTION>
                                         ALLIANZ LIFE VARIABLE ACCOUNT B
                                                        of
                                 ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA

                                             Statements of Operations

                                       For the year ended December 31, 1994

                                                  (In Thousands)

                                                                                  Real         U.S.
                                     Money      Equity   Precious     High       Estate     Government    Utility
                                     Market     Growth    Metals     Income    Securities   Securities    Equity
                                      Fund       Fund      Fund       Fund        Fund         Fund        Fund
                                   ----------  --------  ---------  ---------  -----------  -----------  ---------
<S>                                <C>         <C>       <C>        <C>        <C>          <C>          <C>
Investment Income:
Dividends reinvested in
   fund shares                     $  14,638     2,893        552      9,459        1,746       28,032     47,836 
                                   ----------  --------  ---------  ---------  -----------  -----------  ---------

Expenses:
Mortality and expense
   risk charges                        4,534     5,225      1,201      2,560        1,878        6,862     14,527 
Administrative charges                   544       627        144        307          225          823      1,743 
                                   ----------  --------  ---------  ---------  -----------  -----------  ---------

   Total expenses                      5,078     5,852      1,345      2,867        2,103        7,685     16,270 
                                   ----------  --------  ---------  ---------  -----------  -----------  ---------

   Investment income (loss), net       9,560    (2,959)      (793)     6,592         (357)      20,347     31,566 

Realized gains (losses) and
   unrealized appreciation
(depreciation)on investments:
Realized capital gain
   distributions on mutual funds           -     5,956          -      1,286            -        2,196      8,479 
                                   ----------  --------  ---------  ---------  -----------  -----------  ---------
Realized gains (losses) on
   sales of investments:
    Proceeds from sales              317,558    31,239     43,462    101,761       17,373      100,459    278,974 
    Cost of investments sold        (317,558)  (29,050)   (40,445)  (100,914)     (17,294)    (101,142)  (291,958)
                                   ----------  --------  ---------  ---------  -----------  -----------  ---------
   Total realized gains (losses)
    on sales of investments, net           -     2,189      3,017        847           79         (683)   (12,984)
                                   ----------  --------  ---------  ---------  -----------  -----------  ---------
<PAGE>
Realized gains (losses) on
   investments, net                        -     8,145      3,017      2,133           79        1,513     (4,505)

Net change in unrealized
   appreciation (depreciation)
   on investments                          -   (21,586)    (5,762)   (15,346)        (466)     (57,407)  (209,171)
                                   ----------  --------  ---------  ---------  -----------  -----------  ---------

   Total realized gains (losses)
    and unrealized appreciation
    (depreciation) on
    investments, net                       -   (13,441)    (2,745)   (13,213)        (387)     (55,894)  (213,676)
                                   ----------  --------  ---------  ---------  -----------  -----------  ---------

Net increase (decrease) in
   net assets from operations      $   9,560   (16,400)    (3,538)    (6,621)        (744)     (35,547)  (182,110)
                                   ==========  ========  =========  =========  ===========  ===========  =========

</TABLE>

See accompanying notes to financial statements.



























<PAGE>

<TABLE>
<CAPTION>
                                       ALLIANZ LIFE VARIABLE ACCOUNT B
                                                     of
                               ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA

                                    Statements of Operations (Continued)

                                    For the year ended December 31, 1994

                                               (In Thousands)

                                     Zero      Zero     Zero     Zero               Investment
                                    Coupon    Coupon   Coupon   Coupon    Global       Grade        Income
                                    Fund -    Fund -   Fund -   Fund -    Income   Intermediate   Securities
                                     1995      2000     2005     2010      Fund      Bond Fund       Fund
                                   ---------  -------  -------  -------  --------  -------------  -----------
<S>                                <C>        <C>      <C>      <C>      <C>       <C>            <C>
Investment Income:
Dividends reinvested in
   fund shares                     $  2,684    3,176    1,569    1,127     6,330          3,642       26,183 
                                   ---------  -------  -------  -------  --------  -------------  -----------

Expenses:
Mortality and expense
   risk charges                         568      848      484      349     2,933          1,615       10,870 
Administrative charges                   68      102       58       42       352            194        1,304 
                                   ---------  -------  -------  -------  --------  -------------  -----------

  Total expenses                        636      950      542      391     3,285          1,809       12,174 
                                   ---------  -------  -------  -------  --------  -------------  -----------

   Investment income (loss), net      2,048    2,226    1,027      736     3,045          1,833       14,009 

Realized gains (losses) and
   unrealized appreciation
(depreciation) on investments:
Realized capital gain
   distributions on mutual funds        110      452      490      547     2,610            562        3,920 
                                   ---------  -------  -------  -------  --------  -------------  -----------
Realized gains (losses) on
   sales of investments:
    Proceeds from sales              12,290    4,866    4,709    8,890    33,342          7,212       58,236 
    Cost of investments sold        (11,787)  (4,523)  (4,573)  (9,302)  (34,299)        (7,097)     (57,639)
                                   ---------  -------  -------  -------  --------  -------------  -----------
   Total realized gains (losses)
    on sales of investments, net        503      343      136     (412)     (957)           115          597 
                                   ---------  -------  -------  -------  --------  -------------  -----------
<PAGE>
Realized gains (losses) on
   investments, net                     613      795      626      135     1,653            677        4,517 

Net change in unrealized
   appreciation (depreciation)
   on investments                    (2,957)  (8,436)  (5,757)  (3,733)  (20,889)        (3,562)     (86,577)
                                   ---------  -------  -------  -------  --------  -------------  -----------

   Total realized gains (losses)
    and unrealized appreciation
(depreciation) on
    investments, net                 (2,344)  (7,641)  (5,131)  (3,598)  (19,236)        (2,885)     (82,060)
                                   ---------  -------  -------  -------  --------  -------------  -----------

Net increase (decrease) in
   net assets from operations         ($296)  (5,415)  (4,104)  (2,862)  (16,191)        (1,052)     (68,051)
                                   =========  =======  =======  =======  ========  =============  ===========

</TABLE>

See accompanying notes to financial statements.



























<PAGE>

<TABLE>
<CAPTION>
                                               ALLIANZ LIFE VARIABLE ACCOUNT B
                                                             of
                                       ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA

                                            Statements of Operations (Continued)

                                            For the year ended December 31, 1994

                                                       (In Thousands)

                                                                                          Templeton
                                    Adjustable   Templeton                 Templeton     Developing   Templeton
                                       U.S.       Pacific      Rising    International     Markets      Global       Total
                                    Government     Growth    Dividends       Equity        Equity       Growth        All
                                       Fund         Fund        Fund          Fund          Fund         Fund        Funds
                                   ------------  ----------  ----------  --------------  -----------  ----------  -----------
<S>                                <C>           <C>         <C>         <C>             <C>          <C>         <C>
Investment Income:
Dividends reinvested in
   fund shares                     $    11,850         743       4,560           1,656            -           -      168,676 
                                   ------------  ----------  ----------  --------------  -----------  ----------  -----------

Expenses:
Mortality and expense
   risk charges                          3,255       3,939       3,405           7,518          484         725       73,780 
Administrative charges                     391         473         409             902           58          87        8,853 
                                   ------------  ----------  ----------  --------------  -----------  ----------  -----------

   Total expenses                        3,646       4,412       3,814           8,420          542         812       82,633 
                                   ------------  ----------  ----------  --------------  -----------  ----------  -----------

Investment income (loss), net            8,204      (3,669)        746          (6,764)        (542)       (812)      86,043 

Realized gains (losses) and
   unrealized appreciation
(depreciation) on investments:
Realized capital gain
   distributions on mutual funds             -       1,376           -           2,989            -           -       30,973 
                                   ------------  ----------  ----------  --------------  -----------  ----------  -----------
Realized gains (losses) on
   sales of investments:
    Proceeds from sales                157,880      47,636      27,207          58,868        7,269         578    1,319,809 
    Cost of investments sold          (160,190)    (46,471)    (28,244)        (55,696)      (7,346)       (563)  (1,326,091)
                                   ------------  ----------  ----------  --------------  -----------  ----------  -----------


<PAGE>
   Total realized gains (losses)
    on sales of investments, net        (2,310)      1,165      (1,037)          3,172          (77)         15       (6,282)
                                   ------------  ----------  ----------  --------------  -----------  ----------  -----------

Realized gains (losses) on
   investments, net                     (2,310)      2,541      (1,037)          6,161          (77)         15       24,691 

Net change in unrealized
   appreciation (depreciation)
   on investments                      (10,031)    (32,730)    (14,714)        (22,558)      (6,388)        356     (527,714)
                                   ------------  ----------  ----------  --------------  -----------  ----------  -----------

   Total realized gains (losses)
    and unrealized appreciation
(depreciation) on
    investments, net                   (12,341)    (30,189)    (15,751)        (16,397)      (6,465)        371     (503,023)
                                   ------------  ----------  ----------  --------------  -----------  ----------  -----------

Net increase (decrease) in
   net assets from operations          ($4,137)    (33,858)    (15,005)        (23,161)      (7,007)       (441)    (416,980)
                                   ============  ==========  ==========  ==============  ===========  ==========  ===========

</TABLE>

See accompanying notes to financial statements.























<PAGE>

<TABLE>
<CAPTION>
                                          ALLIANZ LIFE VARIABLE ACCOUNT B
                                                        of
                                  ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA

                                        Statements of Changes in Net Assets

                                  For the years ended December 31, 1994 and 1993

                                                  (In Thousands)

                                      Money               Equity             Precious              High
                                     Market      Fund     Growth     Fund     Metals     Fund     Income     Fund
                                    ---------  --------  --------  --------  ---------  -------  --------  --------
                                      1994       1993      1994      1993      1994      1993      1994      1993
                                    ---------  --------  --------  --------  ---------  -------  --------  --------
<S>                                 <C>        <C>       <C>       <C>       <C>        <C>      <C>       <C>
Increase (decrease) in
   net assets:
Operations:
Investment income (loss), net       $  9,560     1,099    (2,959)   (1,563)      (793)    (238)    6,592     2,525 
Realized gains (losses) on
   investments, net                        -         -     8,145     4,093      3,017    1,664     2,133     2,402 
Net change in unrealized
   appreciation (depreciation)
   on investments                          -         -   (21,586)   21,847     (5,762)  11,900   (15,346)    9,807 
                                    ---------  --------  --------  --------  ---------  -------  --------  --------

Net increase (decrease) in
   net assets from operations          9,560     1,099   (16,400)   24,377     (3,538)  13,326    (6,621)   14,734 
                                    ---------  --------  --------  --------  ---------  -------  --------  --------
Contract transactions:
Purchase payments                    402,816   122,594   124,695   126,751     38,433   25,359    73,592    91,182 
Transfers between funds               34,121   (68,315)   59,547   (12,991)    19,303   17,479     5,342    17,392 
Surrenders and terminations          (73,487)  (12,526)  (32,245)  (14,558)    (5,784)  (1,627)  (20,894)   (7,065)
Rescissions                           (9,660)   (2,123)   (1,852)     (910)      (354)    (127)   (1,104)   (1,038)
Other transactions (note 2)              250       (34)      (54)     (146)        (2)     (14)       84       (40)
                                    ---------  --------  --------  --------  ---------  -------  --------  --------

Net increase (decrease) in
   net assets resulting from
   contract transactions             354,040    39,596   150,091    98,146     51,596   41,070    57,020   100,431 
                                    ---------  --------  --------  --------  ---------  -------  --------  --------

Increase (decrease) in net assets    363,600    40,695   133,691   122,523     48,058   54,396    50,399   115,165 
                                    ---------  --------  --------  --------  ---------  -------  --------  --------

<PAGE>
Net assets at beginning of year      123,639    82,944   338,082   215,559     67,770   13,374   178,627    63,462 
                                    ---------  --------  --------  --------  ---------  -------  --------  --------


Net assets at end of year           $487,239   123,639   471,773   338,082    115,828   67,770   229,026   178,627 
                                    =========  ========  ========  ========  =========  =======  ========  ========

</TABLE>

See accompanying notes to financial statements.






































<PAGE>

<TABLE>
<CAPTION>
                                      ALLIANZ LIFE VARIABLE ACCOUNT B
                                                    of
                              ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA

                              Statements of Changes in Net Assets (Continued)

                              For the years ended December 31, 1994 and 1993

                                              (In Thousands)

                                        Real      Estate      U.S.      Government    Utility
                                     Securities    Fund    Securities      Fund        Equity       Fund
                                    ------------  -------  -----------  -----------  ----------  ----------
                                        1994       1993       1994         1993         1994        1993
                                    ------------  -------  -----------  -----------  ----------  ----------
<S>                                 <C>           <C>      <C>          <C>          <C>         <C>
Increase (decrease) in
   net assets:
Operations:
Investment income (loss), net             ($357)    (183)      20,347        9,932      31,566       4,950 
Realized gains (losses) on
   investments, net                          79      330        1,513        4,729      (4,505)        890 
Net change in unrealized
   appreciation (depreciation)
   on investments                          (466)   3,404      (57,407)      17,192    (209,171)     49,240 
                                    ------------  -------  -----------  -----------  ----------  ----------

Net increase (decrease) in
   net assets from operations              (744)   3,551      (35,547)      31,853    (182,110)     55,080 
                                    ------------  -------  -----------  -----------  ----------  ----------
Contract transactions:
Purchase payments                        69,260   54,354      105,968      304,061     196,908     866,311 
Transfers between funds                  35,863   16,570      (93,935)     (46,503)   (313,095)    (32,222)
Surrenders and terminations              (8,032)  (1,600)     (62,167)     (28,470)    (97,394)    (46,020)
Rescissions                                (635)    (745)      (3,388)      (7,299)     (4,132)     (9,935)
Other transactions (note 2)                  (9)     (16)          64         (191)       (179)       (484)
                                    ------------  -------  -----------  -----------  ----------  ----------

Net increase (decrease) in
   net assets resulting from
   contract transactions                 96,447   68,563      (53,458)     221,598    (217,892)    777,650 
                                    ------------  -------  -----------  -----------  ----------  ----------

Increase (decrease) in net assets        95,703   72,114      (89,005)     253,451    (400,002)    832,730 
                                    ------------  -------  -----------  -----------  ----------  ----------

<PAGE>
Net assets at beginning of year          85,896   13,782      593,842      340,391   1,458,533     625,803 
                                    ------------  -------  -----------  -----------  ----------  ----------

Net assets at end of year           $   181,599   85,896      504,837      593,842   1,058,531   1,458,533 
                                    ============  =======  ===========  ===========  ==========  ==========

</TABLE>

See accompanying notes to financial statements.







































<PAGE>

<TABLE>
<CAPTION>
                                      ALLIANZ LIFE VARIABLE ACCOUNT B
                                                    of
                              ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA

                              Statements of Changes in Net Assets (Continued)

                              For the years ended December 31, 1994 and 1993

                                              (In Thousands)

                                      Zero              Zero              Zero              Zero
                                     Coupon            Coupon            Coupon            Coupon
                                     Fund -    1995    Fund -    2000    Fund -    2005    Fund -    2010
                                    --------  -------  -------  -------  -------  -------  -------  -------
                                      1994     1993     1994     1993     1994     1993     1994     1993
                                    --------  -------  -------  -------  -------  -------  -------  -------
<S>                                 <C>       <C>      <C>      <C>      <C>      <C>      <C>      <C>
Increase (decrease) in
   net assets:
Operations:
Investment income (loss), net       $ 2,048    1,939    2,226    1,351    1,027      502      736      710 
Realized gains (losses) on
   investments, net                     613    1,428      795    1,719      626      620      135    1,930 
Net change in unrealized
   appreciation (depreciation)
   on investments                    (2,957)    (955)  (8,436)   3,716   (5,757)   3,070   (3,733)     563 
                                    --------  -------  -------  -------  -------  -------  -------  -------

Net increase (decrease) in
   net assets from operations          (296)   2,412   (5,415)   6,786   (4,104)   4,192   (2,862)   3,203 
                                    --------  -------  -------  -------  -------  -------  -------  -------
Contract transactions:
Purchase payments                     4,941   11,091   22,614   25,224   15,613   21,399    8,813   13,407 
Transfers between funds               3,202   (3,600)   1,608   (6,729)    (294)  (4,253)  13,300   (1,871)
Surrenders and terminations          (6,634)  (4,254)  (5,586)  (3,819)  (2,526)    (988)  (3,226)  (1,480)
Rescissions                             (35)     (95)    (371)    (261)    (306)    (192)    (265)    (216)
Other transactions (note 2)              (8)     (19)     (11)     (24)     (96)     (10)       6      (10)
                                    --------  -------  -------  -------  -------  -------  -------  -------

Net increase (decrease)
   in net assets resulting from
   contract transactions              1,466    3,123   18,254   14,391   12,391   15,956   18,628    9,830 
                                    --------  -------  -------  -------  -------  -------  -------  -------

Increase (decrease) in net assets     1,170    5,535   12,839   21,177    8,287   20,148   15,766   13,033 
                                    --------  -------  -------  -------  -------  -------  -------  -------
<PAGE>
Net assets at beginning of year      44,771   39,236   63,301   42,124   36,469   16,321   25,489   12,456 
                                    --------  -------  -------  -------  -------  -------  -------  -------

Net assets at end of year           $45,941   44,771   76,140   63,301   44,756   36,469   41,255   25,489 
                                    ========  =======  =======  =======  =======  =======  =======  =======

</TABLE>

See accompanying notes to financial statements.







































<PAGE>

<TABLE>
<CAPTION>
                                    ALLIANZ LIFE VARIABLE ACCOUNT B
                                                   of
                            ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA

                            Statements of Changes in Net Assets (Continued)

                             For the years ended December 31, 1994 and 1993

                                             (In Thousands)

                                     Global               Investment      Grade       Income
                                     Income      Fund    Intermediate   Bond Fund   Securites     Fund
                                    ---------  --------  -------------  ----------  ----------  --------
                                      1994       1993        1994          1993        1994       1993
                                    ---------  --------  -------------  ----------  ----------  --------
<S>                                 <C>        <C>       <C>            <C>         <C>         <C>
Increase (decrease) in net
   assets:
Operations:
Investment income (loss), net       $  3,045     2,093          1,833         678      14,009     1,869 
Realized gains (losses) on
   investments, net                    1,653     1,282            677         518       4,517     1,722 
Net change in unrealized
   appreciation (depreciation)
   on investments                    (20,889)   10,867         (3,562)      2,929     (86,577)   52,071 
                                    ---------  --------  -------------  ----------  ----------  --------

Net increase (decrease) in
   net assets from operations        (16,191)   14,242         (1,052)      4,125     (68,051)   55,662 
                                    ---------  --------  -------------  ----------  ----------  --------
Contract transactions:
Purchase payments                     78,997    80,340         39,681      63,463     334,009   393,144 
Transfers between funds               (5,062)   33,135           (430)      1,932      44,929    91,338 
Surrenders and terminations          (16,449)   (5,694)        (8,811)     (3,354)    (68,497)  (17,757)
Rescissions                           (1,310)     (586)          (527)       (481)     (6,184)   (4,000)
Other transactions (note 2)              137       (51)            (2)        (26)         81      (138)
                                    ---------  --------  -------------  ----------  ----------  --------

Net increase (decrease) in
   net assets resulting from
   contract transactions              56,313   107,144         29,911      61,534     304,338   462,587 
                                    ---------  --------  -------------  ----------  ----------  --------

Increase (decrease) in net assets     40,122   121,386         28,859      65,659     236,287   518,249 
                                    ---------  --------  -------------  ----------  ----------  --------

<PAGE>
Net assets at beginning of year      191,246    69,860        110,466      44,807     691,056   172,807 
                                    ---------  --------  -------------  ----------  ----------  --------


Net assets at end of year           $231,368   191,246        139,325     110,466     927,343   691,056 
                                    =========  ========  =============  ==========  ==========  ========

</TABLE>

See accompanying notes to financial statements.






































<PAGE>

<TABLE>
<CAPTION>
                                          ALLIANZ LIFE VARIABLE ACCOUNT B
                                                        of
                                  ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA

                                  Statements of Changes in Net Assets (Continued)

                                  For the years ended December 31, 1994 and 1993

                                                  (In Thousands)

                                     Adjustable     U.S.     Templeton   Pacific     Rising              Templeton
                                     Government      Fund      Growth      Fund    Dividends     Fund      Equity
                                    ------------  ---------  ----------  --------  ----------  --------  ----------
                                        1994        1993        1994       1993       1994       1993       1994
                                    ------------  ---------  ----------  --------  ----------  --------  ----------
<S>                                 <C>           <C>        <C>         <C>       <C>         <C>       <C>
Increase (decrease) in
   net assets:
Operations:
Investment income (loss), net       $     8,204      6,641      (3,669)     (718)        746    (2,148)     (6,764)
Realized gains (losses) on
   investments, net                      (2,310)     2,400       2,541       100      (1,037)      102       6,161 
Net change in unrealized
   appreciation (depreciation)
   on investments                       (10,031)    (3,822)    (32,730)   31,444     (14,714)   (3,957)    (22,558)
                                    ------------  ---------  ----------  --------  ----------  --------  ----------

Net increase (decrease) in
   net assets from operations            (4,137)     5,219     (33,858)   30,826     (15,005)   (6,003)    (23,161)
                                    ------------  ---------  ----------  --------  ----------  --------  ----------
Contract transactions:
Purchase payments                       119,427    210,848     145,620    98,961      62,677   199,641     301,166 
Transfers between funds                (144,039)  (155,628)     54,656    69,963     (19,751)   (4,761)    196,400 
Surrenders and terminations             (30,329)   (18,252)    (18,242)   (1,628)    (17,224)   (6,834)    (29,507)
Rescissions                              (2,051)    (1,904)     (2,213)     (643)       (821)   (1,830)     (3,386)
Other transactions (note 2)                 110        (97)         16       (12)        122       (61)         87 
                                    ------------  ---------  ----------  --------  ----------  --------  ----------

Net increase (decrease) in
   net assets resulting from
   contract transactions                (56,882)    34,967     179,837   166,641      25,003   186,155     464,760 
                                    ------------  ---------  ----------  --------  ----------  --------  ----------

Increase (decrease) in net assets       (61,019)    40,186     145,979   197,467       9,998   180,152     441,599 
                                    ------------  ---------  ----------  --------  ----------  --------  ----------

<PAGE>
Net assets at beginning of year         281,061    240,875     202,676     5,209     271,147    90,995     293,740 
                                    ------------  ---------  ----------  --------  ----------  --------  ----------


Net assets at end of year           $   220,042    281,061     348,655   202,676     281,145   271,147     735,339 
                                    ============  =========  ==========  ========  ==========  ========  ==========


                                    International
                                         Fund
                                    --------------
                                         1993
                                    --------------
<S>                                 <C>
Increase (decrease) in
   net assets:
Operations:
Investment income (loss), net              (1,037)
Realized gains (losses) on
   investments, net                           165 
Net change in unrealized
   appreciation (depreciation)
   on investments                          34,282 
                                    --------------

Net increase (decrease) in
   net assets from operations              33,410 
                                    --------------
Contract transactions:
Purchase payments                         162,170 
Transfers between funds                    89,064 
Surrenders and terminations                (2,514)
Rescissions                                (1,181)
Other transactions (note 2)                   (21)
                                    --------------

Net increase (decrease) in
   net assets resulting from
   contract transactions                  247,518 
                                    --------------

Increase (decrease) in net assets         280,928 
                                    --------------

Net assets at beginning of year            12,812 
                                    --------------


<PAGE>
Net assets at end of year                 293,740 
                                    ==============

</TABLE>

See accompanying notes to financial statements.


<TABLE>
<CAPTION>
                                   ALLIANZ LIFE VARIABLE ACCOUNT B
                                                 of
                           ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA

                           Statements of Changes in Net Assets (Continued)

                           For the years ended December 31, 1994 and 1993

                                           (In Thousands)

                                     Templeton
                                     Developing   Markets  Templeton   Global    Total
                                       Equity      Fund      Growth     Fund      All        Funds
                                    ------------  -------  ----------  ------  ----------  ----------
                                        1994       1993       1994      1993      1994        1993
                                    ------------  -------  ----------  ------  ----------  ----------
<S>                                 <C>           <C>      <C>         <C>     <C>         <C>
Increase (decrease) in
   net assets:
Operations:
Investment income (loss), net       $      (542)        -       (812)       -     86,043      28,402 
Realized gains (losses) on
   investments, net                         (77)        -         15        -     24,691      26,094 
Net change in unrealized
   appreciation (depreciation)
   on investments                        (6,388)        -        356        -   (527,714)    243,598 
                                    ------------  -------  ----------  ------  ----------  ----------

Net increase (decrease) in
   net assets from operations            (7,007)        -       (441)       -   (416,980)    298,094 
                                    ------------  -------  ----------  ------  ----------  ----------
Contract transactions:
Purchase payments                        57,484         -     88,828        -  2,291,542   2,870,300 
Transfers between funds                  43,967         -     64,368        -          -           - 
Surrenders and terminations              (1,472)        -     (2,202)       -   (510,708)   (178,440)
Rescissions                                (501)        -     (1,166)       -    (40,261)    (33,566)
Other transactions (note 2)                  (2)        -          6        -        600      (1,394)
                                    ------------  -------  ----------  ------  ----------  ----------
<PAGE>
Net increase (decrease) in
   net assets resulting from
   contract transactions                 99,476         -    149,834        -  1,741,173   2,656,900 
                                    ------------  -------  ----------  ------  ----------  ----------

Increase (decrease) in net assets        92,469         -    149,393        -  1,324,193   2,954,994 
                                    ------------  -------  ----------  ------  ----------  ----------

Net assets at beginning of year               -         -          -        -  5,057,811   2,102,817 
                                    ------------  -------  ----------  ------  ----------  ----------

Net assets at end of year           $    92,469         -    149,393        -  6,382,004   5,057,811 
                                    ============  =======  ==========  ======  ==========  ==========

</TABLE>

See accompanying notes to financial statements.































<PAGE>
                       ALLIANZ LIFE VARIABLE ACCOUNT B
                                      of
               ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA

                        Notes to Financial Statements

                              December 31, 1994

1.  ORGANIZATION

Allianz  Life Variable Account B (Variable Account) is a segregated investment
account  of Allianz Life Insurance Company of North America (Allianz Life) and
is registered with the Securities and Exchange Commission as a unit investment
trust  pursuant  to  the  provisions of the Investment Company Act of 1940 (as
amended).   The Variable Account was established on May 31, 1985 and commenced
operations January 24, 1989.  Accordingly, it is an accounting entity wherein
all segregated account transactions are reflected.

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

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

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


 2.  SIGNIFICANT ACCOUNTING POLICIES

INVESTMENTS

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

Realized  investment  gains  include realized gain distributions received from
the respective funds and gains on the sale of fund shares as determined by the
average cost method.  Realized gain distributions are reinvested in the
respective funds.  Dividend distributions received from the FVF are reinvested

<PAGE>
in  additional  shares  of  the FVF and are recorded as income to the Variable
Account on the ex-dividend date.

The  Templeton Developing Markets Equity Fund and Templeton Global Growth Fund
were added as available investment options on March 15, 1994.

CONTRACTS IN ANNUITY PAYMENT PERIOD

Annuity reserves are computed for currently payable contracts according to the
1983  Individual  Annuity  Mortality Table, using an assumed investment return
(AIR) equal to the AIR of the specific contracts, either 3% or 5%.  Charges to
annuity reserves for mortality and risk expense are reimbursed to Allianz Life
if  the  reserves  required are less than originally estimated.  If additional
reserves are required, Allianz Life reimburses the account.

EXPENSES

ASSET BASED EXPENSES

A mortality and expense risk charge is deducted from the Variable Account on a
daily basis equal, on an annual basis, to 1.25% of the daily net assets of the
Variable Account.

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

CONTRACT BASED EXPENSES

A contract maintenance charge is paid by the contract owner annually from each
contract  by liquidating contract units at the end of the contract year and at
the time of full surrender.  The amount of the charge is $30 each year. 
Contract maintenance charges paid by the contract owners during the years
ended December 31, 1994 and 1993 were $3,070,519 and $1,437,136, respectively.
These  contract  charges  are reflected in the financial statements as other
transactions.

A  contingent deferred sales charge is deducted from the contract value at the
time of a surrender.  This charge applies only to a surrender of purchase
payments received within five years of the date of surrender.  For this
purpose,  purchase payments are allocated on a first-in, first-out basis.  The
amount of the contingent deferred sales charge is calculated by:  (a)
allocating  purchase  payments  to the amount surrendered; and (b) multiplying
each  allocated purchase payment that has been held under the contract for the
period shown below by the charge shown below:



<PAGE>
<TABLE>
<CAPTION>

VALUEMARK II                     VALUEMARK III
- -------------------           -------------------     
Years Since Payment  Charge   Years Since Payment  Charge
- -------------------  -------  -------------------  -------
<S>                  <C>      <C>                  <C>
0-1                       5%                  0-1       6%
1-2                       5%                  1-2       5%
2-3                       4%                  2-3       4%
3-4                       3%                  3-4       3%
4-5                     1.5%                  4-5     1.5%
5+                        0                    5+       0 
</TABLE>

and (c) adding the products of each multiplication in (b) above.

A  contract  owner may, not more frequently than once annually on a cumulative
basis, make a surrender each contract year of fifteen percent (15%) of
purchase payments paid, less any prior surrenders, without incurring a
contingent deferred sales charge.

For a partial surrender, the contingent deferred sales charge will be deducted
from the remaining contract value, if sufficient; otherwise it will be
deducted from the amount surrendered.

Total  contingent  deferred  sales charges paid by the contract owners for the
years ended December 31, 1994 and 1993 were $8,600,401 and $2,064,797,
respectively.

Currently, twelve transfers are permitted each contract year.  Thereafter, the
fee is $25 per transfer, or 2% of the amount transferred, if less.  Currently,
transfers  associated with the dollar cost averaging program are not counted. 
Total transfer charges paid by the contract owners for the years ended
December  31,  1994 and 1993 were $88,989 and $36,967, respectively.  Transfer
charges are reflected in the financial statements as other transactions.

Premium  taxes  or other taxes payable to a state or other governmental entity
will  be  charged  against the contract values.  Allianz Life may, in its sole
discretion,  pay taxes when due and deduct that amount from the contract value
at  a later date.  Payment at an earlier date does not waive any right Allianz
Life may have to deduct such amounts at a later date.

On  certain  contracts, a systematic withdrawal plan is available which allows
an owner to withdraw up to 9% of purchase payments less prior surrenders
annually,  paid  monthly or quarterly, without incurring a contingent deferred

<PAGE>
sales  charge.  The exercise of the systematic withdrawal plan in any contract
year replaces the 15% penalty free privilege for that year.

A  rescission  is defined as a contract that is returned to the Company by the
Contract  Owner  and canceled within the free-look period, generally within 10
days.

 3.  CAPITALIZATION

On  January  5,  1994,  $100 and $500,100 was provided by Allianz Life for the
establishment  of  the  Templeton Developing Markets Equity Fund and Templeton
Global  Growth  Fund, respectively.  All investments were withdrawn by Allianz
Life on August 29, 1994 at the then-current market value of $535,212.

 4.  INVESTMENT TRANSACTIONS

The  sub-account  purchases of fund shares, including reinvestment of dividend
distributions,  were  as  follows  during the year ended December 31, 1994 (in
thousands):
<TABLE>

<CAPTION>

<S>                                       <C>
Money Market Fund                         $681,250
Equity Growth Fund                         184,352
Precious Metals Fund                        94,275
High Income Fund                           166,671
Real Estate Securities Fund                113,476
U.S. Government Securities Fund             69,564
Utility Equity Fund                        101,156
Zero Coupon Fund - 1995                     15,919
Zero Coupon Fund - 2000                     25,805
Zero Coupon Fund - 2005                     18,623
Zero Coupon Fund - 2010                     28,805
Global Income Fund                          95,324
Investment Grade Intermediate Bond Fund     39,528
Income Securities Fund                     380,559
Adjustable U.S. Government Fund            109,211
Templeton Pacific Growth Fund              225,199
Rising Dividends Fund                       52,970
Templeton International Equity Fund        519,911
Templeton Developing Markets Equity Fund   106,220
Templeton Global Growth Fund               149,616
</TABLE>



<PAGE>
 5.  FEDERAL INCOME TAXES

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

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

  6.   CONTRACT TRANSACTIONS - ACCUMULATION UNIT ACTIVITY (IN THOUSANDS EXCEPT
PER UNIT DATA)
Transactions  in units for each fund for the years ended December 31, 1994 and
1993 were as follows:
<TABLE>

<CAPTION>

                                                                                Real         U.S.                   Zero
                                     Money     Equity   Precious     High      Estate     Government    Utility    Coupon
                                    Market     Growth    Metals     Income   Securities   Securities     Equity    Fund -
                                     Fund       Fund      Fund       Fund       Fund         Fund         Fund      1995
                                   ---------  --------  ---------  --------  -----------  -----------  ----------  -------
<S>                                <C>        <C>       <C>        <C>       <C>          <C>          <C>         <C>
Accumulation units outstanding at
   December 31, 1992                  6,951    17,144      1,419     4,780        1,052       25,054      39,387    2,871 
Contract transactions:
Purchase payments                    10,209     9,802      2,010     6,363        3,591       21,055      49,976      781 
Transfers between funds              (5,690)   (1,016)     1,404     1,213        1,102       (3,217)     (1,886)    (254)
Surrenders and terminations          (1,043)   (1,128)      (136)     (493)        (107)      (1,971)     (2,660)    (298)
Rescissions                            (177)      (71)       (11)      (72)         (49)        (506)       (572)      (7)
Other transactions                       (3)      (12)        (1)       (4)           -          (13)        (28)      (1)
                                   ---------  --------  ---------  --------  -----------  -----------  ----------  -------
Net increase (decrease) in
   accumulation units resulting
   from contract transactions         3,296     7,575      3,266     7,007        4,537       15,348      44,830      221 
                                   ---------  --------  ---------  --------  -----------  -----------  ----------  -------

Accumulation units outstanding at
   December 31, 1993                 10,247    24,719      4,685    11,787        5,589       40,402      84,217    3,092 
                                   =========  ========  =========  ========  ===========  ===========  ==========  =======

Accumulation unit value per unit
   at December 31, 1993            $ 12.066    13.677     14.464    15.155       15.369       14.698      17.319   14.480 
                                   =========  ========  =========  ========  ===========  ===========  ==========  =======


<PAGE>
Contract transactions:
Purchase payments                    33,071     9,135      2,732     4,967        4,417        7,429      12,472      344 
Transfers between funds               2,902     4,379      1,303       422        2,206       (6,649)    (19,941)     224 
Surrenders and terminations          (6,011)   (2,397)      (409)   (1,428)        (525)      (4,458)     (6,391)    (462)
Rescissions                            (792)     (137)       (26)      (75)         (41)        (239)       (264)      (2)
Other transactions                       20        (4)         -         6           (1)           5         (11)      (1)
                                   ---------  --------  ---------  --------  -----------  -----------  ----------  -------
Net increase (decrease) in
   accumulation units resulting
   from contract transactions        29,190    10,976      3,600     3,892        6,056       (3,912)    (14,135)     103 
                                   ---------  --------  ---------  --------  -----------  -----------  ----------  -------

Accumulation units outstanding at
   December 31, 1994                 39,437    35,695      8,285    15,679       11,645       36,490      70,082    3,195 
                                   =========  ========  =========  ========  ===========  ===========  ==========  =======

Accumulation unit value per unit
   at December 31, 1994            $ 12.354    13.215     13.979    14.608       15.594       13.835      15.104   14.380 
                                   =========  ========  =========  ========  ===========  ===========  ==========  =======

Accumulation net assets at
    December 31, 1994              $487,204   471,693    115,828   229,026      181,599      504,837   1,058,511   45,941 
                                   =========  ========  =========  ========  ===========  ===========  ==========  =======

                                    Zero     Zero
                                   Coupon   Coupon
                                   Fund -   Fund -
                                    2000     2005
                                   -------  -------
<S>                                <C>      <C>
Accumulation units outstanding at
   December 31, 1992                2,886    1,090 
Contract transactions:
Purchase payments                   1,565    1,240 
Transfers between funds              (411)    (243)
Surrenders and terminations          (235)     (56)
Rescissions                           (17)     (11)
Other transactions                     (1)       - 
                                   -------  -------
Net increase (decrease) in
   accumulation units resulting
   from contract transactions         901      930 
                                   -------  -------

Accumulation units outstanding at
   December 31, 1993                3,787    2,020 
                                   =======  =======

<PAGE>
Accumulation unit value per unit
   at December 31, 1993            16.717   18.050 
                                   =======  =======

Contract transactions:
Purchase payments                   1,434      942 
Transfers between funds               114       (4)
Surrenders and terminations          (357)    (154)
Rescissions                           (24)     (18)
Other transactions                     (1)      (6)
                                   -------  -------
Net increase (decrease) in
   accumulation units resulting
   from contract transactions       1,166      760 
                                   -------  -------

Accumulation units outstanding at
   December 31, 1994                4,953    2,780 
                                   =======  =======

Accumulation unit value per unit
   at December 31, 1994            15.373   16.096 
                                   =======  =======

Accumulation net assets at
    December 31, 1994              76,140   44,756 
                                   =======  =======
</TABLE>

6. CONTRACT  TRANSACTIONS - ACCUMULATION UNIT ACTIVITY (IN THOUSANDS EXCEPT
   PER UNIT DATA) (CONTINUED)
<TABLE>

<CAPTION>


                                     Zero               Investment                 Adjustable   Templeton        
                                    Coupon    Global       Grade        Income        U.S.       Pacific      Rising
                                    Fund -    Income   Intermediate   Securities   Government     Growth    Dividends
                                     2010      Fund      Bond Fund       Fund         Fund         Fund        Fund
                                   --------  --------  -------------  -----------  -----------  ----------  ----------
<S>                                <C>       <C>       <C>            <C>          <C>          <C>         <C>
Accumulation units outstanding at
   December 31, 1992                   849     5,487          3,333       11,397       21,858         534       8,388 
Contract transactions:
Purchase payments                      757     5,699          4,473       23,392       18,818       8,165      19,202 
Transfers between funds               (103)    2,322            143        5,478      (13,894)      5,729        (492)
Surrenders and terminations            (85)     (409)          (236)      (1,055)      (1,628)       (134)       (661)
<PAGE>
Rescissions                            (12)      (42)           (34)        (237)        (170)        (53)       (176)
Other transactions                      (1)       (3)            (2)          (8)          (9)         (1)         (5)
                                   --------  --------  -------------  -----------  -----------  ----------  ----------
Net increase (decrease) in
   accumulation units resulting
   from contract transactions          556     7,567          4,344       27,570        3,117      13,706      17,868 
                                   --------  --------  -------------  -----------  -----------  ----------  ----------

Accumulation units outstanding at
   December 31, 1993                 1,405    13,054          7,677       38,967       24,975      14,240      26,256 
                                   ========  ========  =============  ===========  ===========  ==========  ==========

Accumulation unit value per unit
   at December 31, 1993            $18.144    14.650         14.389       17.734       11.254      14.233      10.327 
                                   ========  ========  =============  ===========  ===========  ==========  ==========
Contract transactions:
Purchase payments                      541     5,526          2,779       19,487       10,678      10,676       6,295 
Transfers between funds                864      (465)           (28)       2,539      (12,898)      3,849      (1,955)
Surrenders and terminations           (204)   (1,178)          (619)      (4,065)      (2,716)     (1,371)     (1,748)
Rescissions                            (17)      (92)           (37)        (364)        (184)       (164)        (83)
Other transactions                       -        10              -            5           10           1          13 
                                   --------  --------  -------------  -----------  -----------  ----------  ----------
Net increase (decrease) in
   accumulation units resulting
   from contract transactions        1,184     3,801          2,095       17,602       (5,110)     12,991       2,522 
                                   --------  --------  -------------  -----------  -----------  ----------  ----------

Accumulation units outstanding at
   December 31, 1994                 2,589    16,855          9,772       56,569       19,865      27,231      28,778 
                                   ========  ========  =============  ===========  ===========  ==========  ==========

Accumulation unit value per unit
   at December 31, 1994            $15.930    13.726         14.257       16.392       11.077      12.802       9.769 
                                   ========  ========  =============  ===========  ===========  ==========  ==========

Accumulation net assets at
   December 31, 1994               $41,255   231,368        139,325      927,253      220,042     348,598     281,128 
                                   ========  ========  =============  ===========  ===========  ==========  ==========

                                                    Templeton
                                     Templeton     Developing   Templeton
                                   International     Markets      Global
                                       Equity        Equity       Growth
                                        Fund          Fund         Fund
                                   --------------  -----------  ----------
<S>                                <C>             <C>          <C>
Accumulation units outstanding at
   December 31, 1992                       1,329            -           - 
<PAGE>
Contract transactions:
Purchase payments                         14,864            -           - 
Transfers between funds                    8,173            -           - 
Surrenders and terminations                 (231)           -           - 
Rescissions                                 (107)           -           - 
Other transactions                            (2)           -           - 
                                   --------------  -----------  ----------
Net increase (decrease) in
   accumulation units resulting
   from contract transactions             22,697            -           - 
                                   --------------  -----------  ----------

Accumulation units outstanding at
   December 31, 1993                      24,026            -           - 
                                   ==============  ===========  ==========

Accumulation unit value per unit
   at December 31, 1993                   12.226            -           - 
                                   ==============  ===========  ==========

Contract transactions:
Purchase payments                         23,800        5,673       8,665 
Transfers between funds                   15,240        4,296       6,300 
Surrenders and terminations               (2,341)        (146)       (215)
Rescissions                                 (268)         (49)       (114)
Other transactions                             7            -           1 
                                   --------------  -----------  ----------

Net increase (decrease) in
   accumulation units resulting
   from contract transactions             36,438        9,774      14,637 
                                   --------------  -----------  ----------

Accumulation units outstanding at
   December 31, 1994                      60,464        9,774      14,637 
                                   ==============  ===========  ==========

Accumulation unit value per unit
   at December 31, 1994                   12.161        9.454      10.201 
                                   ==============  ===========  ==========

Accumulation net assets at
   December 31, 1994                     735,332       92,406     149,311 
                                   ==============  ===========  ==========
</TABLE>



<PAGE>



















               ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
                               AND SUBSIDIARIES

                      Consolidated Financial Statements

                          December 31, 1994 and 1993
























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







                         INDEPENDENT AUDITORS' REPORT




The Board of Directors
Allianz Life Insurance Company of North America:


We  have  audited the accompanying consolidated balance sheets of Allianz Life
Insurance  Company  of  North America (a wholly owned subsidiary of Allianz of
America, Inc.) and subsidiaries as of December 31, 1994 and 1993, and the
related consolidated statements of income, stockholder's equity and cash flows
for  each of the years in the three-year period ended December 31, 1994. These
consolidated financial statements are the responsibility of the Company's
management.  Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above
present  fairly, in all material respects, the consolidated financial position
of Allianz Life Insurance Company of North America and subsidiaries as of
December 31, 1994 and 1993, and the results of their operations and changes in
stockholder's  equity  and  cash flows for each of the years in the three-year
period ended December 31, 1994, in conformity with generally accepted
accounting principles.


<PAGE>
In  1994, as discussed in note 1 to the consolidated financial statements, the
Company adopted the provisions of Financial Accounting Standards Board's
Statement of Accounting Standards  No. 115, Accounting for Certain Investments
in  Debt and Equity Securities.  In 1993, as discussed in notes 1, 8 and 10 to
the  consolidated  financial statements, the Company adopted the provisions of
Financial Accounting Standards Board's Statements of Financial Accounting
Standards No. 106, Accounting for Postretirement Benefits Other Than Pensions;
No.  109,  Accounting  for Income Taxes; and No. 113, Accounting and Reporting
for Reinsurance of Short-Duration and Long-Duration Contracts.


                            KPMG Peat Marwick LLP



February 7, 1995
































<PAGE>

<TABLE>

<CAPTION>
                  ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
                                 AND SUBSIDIARIES

                            Consolidated Balance Sheets

                            December 31, 1994 and 1993
                         (in thousands except share data)

Assets                                                          1994        1993
- -----------------------------------------------------------  -----------  ---------
<S>                                                          <C>          <C>
Investments:
     Fixed maturities, at amortized cost                     $    90,615  1,985,684
     Fixed maturities, at market                               1,906,208          0
     Equity securities, at market                                131,712    143,649
     Mortgage loans on real estate                               163,099    127,196
     Real estate, at cost                                          4,685      5,071
     Investment in real estate partnerships, at equity            12,551     10,566
     Certificates of deposit and short-term securities           155,307     58,963
     Policy loans                                                101,899     98,117
     Other long-term investments                                   1,117        650
                                                             -----------  ---------
               Total investments                               2,567,193  2,429,896


Cash                                                              63,883     35,488
Accrued investment income                                         34,786     34,022
Receivables (net of allowance for uncollectible
     accounts of $9,607 in 1994 and $10,560 in 1993)             111,874    123,914
Reinsurance receivable:
     Funds held on deposit                                       927,353    781,084
     Recoverable on future policy benefit reserves                35,387     28,722
     Recoverable on unpaid claims                                105,603     90,101
     Receivable on paid claims                                    26,736     20,186
Prepaid insurance premiums                                         4,317      3,606
Home office property and equipment (net of accumulated
     depreciation of $28,547 in 1994 and $26,731 in 1993)         11,612     12,983
Deferred acquisition costs                                       798,442    666,352
Federal income tax recoverable                                     3,794          0
Other assets                                                       9,344     10,685
                                                             -----------  ---------
               Assets exclusive of separate account assets     4,700,324  4,237,039



<PAGE>
Separate account assets                                        6,965,755  5,535,243
                                                             -----------  ---------

                Total assets                                 $11,666,079  9,772,282
                                                             ===========  =========
</TABLE>

See accompanying notes to consolidated financial statements.








































<PAGE>

<TABLE>

<CAPTION>
                      ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
                                     AND SUBSIDIARIES

                          Consolidated Balance Sheets, continued

                                December 31, 1994 and 1993
                             (in thousands except share data)

Liabilities                                                            1994         1993
- -----------------------------------------------------------------  ------------  ----------
<S>                                                                <C>           <C>
Future policy benefit reserves:
     Life                                                          $ 1,022,537     989,309 
     Annuity                                                         2,304,560   1,978,203 
Policy and contract claims                                             355,411     322,924 
Unearned premiums                                                       40,376      41,570 
Reinsurance payable                                                     81,507      61,728 
Current income taxes                                                         0       2,461 
Deferred income taxes                                                    5,807      28,708 
Accrued expenses                                                        29,065      29,210 
Commissions due and accrued                                             24,190      20,874 
Other policyholder funds                                                75,533      83,094 
Other liabilities                                                       74,231      19,353 
                                                                   ------------  ----------
          Liabilities exclusive of separate account liabilities      4,013,217   3,577,434 

Separate account liabilities                                         6,965,755   5,535,243 
                                                                   ------------  ----------

          Total liabilities                                         10,978,972   9,112,677 
                                                                   ------------  ----------

Minority interest in subsidiary                                          7,662       8,189 
                                                                   ------------  ----------

Stockholder's equity
- -----------------------------------------------------------------                          
Common stock, $1 par value, 20,000,000 shares
     authorized, issued and outstanding                                 20,000      20,000 
Preferred stock, $1 par value, cumulative, 200 million
     shares authorized, 40 million shares issued and outstanding        40,000           0 
Additional paid-in capital                                             406,494     401,304 
Net unrealized holding loss on available-for-sale
     securities, net of deferred federal income taxes                  (62,073)          0 

<PAGE>
Net unrealized gain on equity investments, net of
     deferred federal income taxes                                           0       9,071 
Net unrealized Canadian currency loss                                   (3,787)     (2,708)
Retained earnings                                                      278,811     223,749 
                                                                   ------------  ----------

          Total stockholder's equity                                   679,445     651,416 
                                                                   ------------  ----------

Commitments and contingencies (Notes 7 and 12)

          Total liabilities and stockholder's equity               $11,666,079   9,772,282 
                                                                   ============  ==========
</TABLE>

See accompanying notes to consolidated financial statements.
































<PAGE>

<TABLE>

<CAPTION>
                       ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
                                      AND SUBSIDIARIES

                              Consolidated Statements of Income

                        Years Ended December 31, 1994, 1993 and 1992
                                       (in thousands)

                                                                1994       1993       1992
                                                             ----------  ---------  ---------
<S>                                                          <C>         <C>        <C>
Revenue:
     Life insurance premiums                                 $ 234,498    217,885    228,530 
     Other life policy considerations                           92,254     88,003     78,216 
     Annuity considerations                                    117,029     67,202     32,716 
     Accident and health premiums                              547,508    508,785    481,437 
                                                             ----------  ---------  ---------
               Total premiums and considerations               991,289    881,875    820,899 

     Premiums ceded                                            241,978    201,254    174,664 
                                                             ----------  ---------  ---------
               Net premiums and considerations                 749,311    680,621    646,235 

     Investment income, net                                    181,291    174,831    169,982 
     Realized investment gains, net                                829     28,318     22,876 
     Other                                                      12,703      9,347     12,851 
                                                             ----------  ---------  ---------
               Total revenue                                   944,134    893,117    851,944 
                                                             ----------  ---------  ---------

Benefits and expenses:
     Life insurance benefits                                   254,530    233,862    241,486 
     Annuity benefits                                          128,582    111,119     98,998 
     Accident and health insurance benefits                    379,122    341,676    344,067 
                                                             ----------  ---------  ---------
               Total benefits                                  762,234    686,657    684,551 

     Benefit recoveries                                        209,915    153,393    171,048 
                                                             ----------  ---------  ---------
               Net benefits                                    552,319    533,264    513,503 

     Commissions and other agent compensation                  313,715    398,161    274,760 
     General and administrative expenses                       111,116    109,333     87,728 
     Taxes, licenses and fees                                   22,514     25,239     20,297 
     Increase in deferred acquisition costs                   (132,090)  (253,234)  (115,379)
<PAGE>
     Minority interest in income of consolidated subsidiary        (66)         0          0 
                                                             ----------  ---------  ---------
               Total benefits and expenses                     867,508    812,763    780,909 
                                                             ----------  ---------  ---------

               Income from operations before income taxes       76,626     80,354     71,035 
                                                             ----------  ---------  ---------

Income tax expense (benefit):
     Current                                                     5,098     30,215     14,330 
     Deferred                                                   16,053     (6,496)    10,702 
                                                             ----------  ---------  ---------
               Total income tax expense                         21,151     23,719     25,032 
                                                             ----------  ---------  ---------

               Net income before cumulative effect of
                    changes in accounting                       55,475     56,635     46,003 

Cumulative effect of changes in accounting                           0     26,875          0 
                                                             ----------  ---------  ---------

               Net income                                    $  55,475     83,510     46,003 
                                                             ==========  =========  =========
</TABLE>

See accompanying notes to consolidated financial statements.






















<PAGE>

<TABLE>

<CAPTION>
                    ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
                                   AND SUBSIDIARIES

                    Consolidated Statements of Stockholder's Equity

                     Years Ended December 31, 1994, 1993 and 1992
                                    (in thousands)

                                                            1994       1993      1992
                                                         ----------  --------  --------
<S>                                                      <C>         <C>       <C>
Common stock:
     Balance at beginning and end of year                $  20,000    20,000    20,000 
                                                         ----------  --------  --------

Preferred Stock:
     Balance at beginning of year                                0         0         0 
     Issuance of stock during the year                      40,000         0         0 
                                                         ----------  --------  --------
     Balance at end of year                                 40,000         0         0 
                                                         ----------  --------  --------

Additional paid-in capital:
     Balance at beginning of year                          401,304   401,304   401,304 
     Additional contribution from parent                     5,190         0         0 
                                                         ----------  --------  --------
     Balance at end of year                                406,494   401,304   401,304 
                                                         ----------  --------  --------

Net unrealized gain (loss) on investments:
     Balance at beginning of year                            9,071    12,071    19,594 
     Cumulative effect of implementation of Statement
          No. 115, net of deferred federal income taxes     74,866         0         0 
     Net unrealized loss during the year,
          net of deferred federal income taxes            (146,010)   (3,000)   (7,523)
                                                         ----------  --------  --------
     Balance at end of year                                (62,073)    9,071    12,071 
                                                         ----------  --------  --------

Net unrealized Canadian currency gain (loss):
     Balance at beginning of year                           (2,708)   (1,835)    1,058 
     Net unrealized loss during the year,
          net of deferred federal income taxes              (1,079)     (873)   (2,893)
                                                         ----------  --------  --------

<PAGE>
     Balance at end of year                                 (3,787)   (2,708)   (1,835)
                                                         ----------  --------  --------
Retained earnings:
     Balance at beginning of year                          223,749   140,239   114,236 
     Net income                                             55,475    83,510    46,003 
     Cash dividend to stockholder                             (413)        0   (20,000)
                                                         ----------  --------  --------
     Balance at end of year                                278,811   223,749   140,239 
                                                         ----------  --------  --------

                    Total stockholder's equity           $ 679,445   651,416   571,779 
                                                         ==========  ========  ========
</TABLE>

See accompanying notes to consolidated financial statements.

































<PAGE>

<TABLE>

<CAPTION>
                      ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
                                     AND SUBSIDIARIES

                           Consolidated Statements of Cash Flows

                       Years Ended December 31, 1994, 1993 and 1992
                                      (in thousands)

                                                              1994       1993       1992
                                                           ----------  ---------  ---------
<S>                                                        <C>         <C>        <C>
Cash flows used in operating activities:
     Net income                                            $  55,475     83,510     46,003 
                                                           ----------  ---------  ---------

       Adjustments to reconcile net income to net
          cash used in operating activities:
          Realized (gains) on investments                       (829)   (28,318)   (22,876)
          Deferred federal income tax (benefit) expense       16,053     (6,496)    10,702 
          Cumulative effect of changes in accounting               0    (26,875)         0 
          Charges to policy account balances                (125,488)  (105,912)   (83,935)
          Interest credited to policy account balances       150,490    147,983    134,516 
          Change in:
               Future policy benefit reserves                 20,791     (9,557)    (1,489)
               Policy and contract claims                     25,072     40,211     16,673 
               Deferred acquisition costs                   (132,090)  (253,234)  (115,379)
               Deferred tax liability                              0     15,936          0 
               Receivables                                    12,040    (20,206)     3,389 
               Reinsurance receivables                       (93,453)  (107,809)  (177,920)
               Reinsurance payable                            19,779     31,653      7,374 
               Unearned premiums                              (1,194)    (2,111)     2,211 
               Commissions due and accrued                     3,316      1,461       (519)
               Accrued expenses and other liabilities         54,626     14,657      1,464 
               Current taxes                                  (6,255)     1,085       (410)
               Accrued investment income                        (764)    (2,725)    (3,914)
          Depreciation and amortization                      (11,498)    (7,681)      (816)
          Other, net                                             (86)     2,303      9,266 
                                                           ----------  ---------  ---------
                    Total adjustments                        (69,490)  (315,635)  (221,663)
                                                           ----------  ---------  ---------

                    Net cash used in operating activities    (14,015)  (232,125)  (175,660)
                                                           ----------  ---------  ---------
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>

<TABLE>

<CAPTION>
                        ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
                                        AND SUBSIDIARIES

                        Consolidated Statements of Cash Flows, continued

                          Years Ended December 31, 1994, 1993 and 1992
                                         (in thousands)

                                                                 1994        1993        1992
                                                              ----------  -----------  ---------
<S>                                                           <C>         <C>          <C>
Cash flows used in investing activities:
     Purchase of fixed maturities, at amortized cost          $       0   (1,191,749)  (863,085)
     Purchase of fixed maturities, at market                   (928,532)           0          0 
     Purchase of equity securities                             (145,267)    (205,345)  (282,780)
     Purchase of other long-term investments                       (467)        (650)    (6,600)
     Funding of mortgage loans                                  (64,808)     (20,097)    (3,379)
     Sale of fixed maturities, at amortized cost                      0      666,893    374,388 
     Sale of fixed maturities, at market                        791,659            0          0 
     Matured or redeemed fixed maturities, at amortized cost      4,342      314,223    223,459 
     Matured fixed maturities, at market                         32,508            0          0 
     Sale of equity securities                                  150,347      217,524    247,407 
     Repayment of mortgage loans                                 28,206       15,989     29,776 
     Sale of minority interest in subsidiary                          0        8,189          0 
     Net change in certificates of deposit and
          short-term securities                                 (96,344)      33,330    (61,614)
     Other                                                       (6,232)         782       (701)
                                                              ----------  -----------  ---------

                    Net cash used in investing activities      (234,588)    (160,911)  (343,129)
                                                              ----------  -----------  ---------


Cash flows used in financing activities:
     Policyholders' deposits to account balances              $ 526,918      639,633    606,525 
     Policyholders' withdrawals from account balances          (235,309)    (164,911)  (118,786)
     Change in assets held under reinsurance agreements         (59,349)     (75,658)    68,901 
     Net change in mortgage notes payable                           (39)         (36)       (33)
     Additional paid-in capital from parent                       5,190            0          0 
     Sale of preferred stock                                     40,000            0          0 
     Cash dividends paid                                           (413)           0    (20,000)
                                                              ----------  -----------  ---------

                    Net cash used in financing activities       276,998      399,028    536,607 
                                                              ----------  -----------  ---------
<PAGE>

                    Net change in cash                           28,395        5,992     17,818 

Cash at beginning of year                                        35,488       29,496     11,678 
                                                              ----------  -----------  ---------

 Cash at end of year                                          $  63,883       35,488     29,496 
                                                              ==========  ===========  =========
</TABLE>

See accompanying notes to consolidated financial statements.






































<PAGE>

               ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
                               AND SUBSIDIARIES

                  Notes to Consolidated Financial Statements

                       December 31, 1994, 1993 and 1992
                                (in thousands)


(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

BASIS OF PRESENTATION

The  consolidated  financial  statements have been prepared in accordance with
generally accepted accounting principles (GAAP) which vary in certain respects
from  accounting  rules  prescribed or permitted by state insurance regulatory
authorities.  The accounts of the Company's major subsidiaries, Preferred Life
Insurance  Company of New York and Canadian American Financial Corporation and
other  less  significant subsidiaries have been consolidated.  All significant
intercompany balances and transactions have been eliminated in consolidation. 
Certain amounts as previously reported have been reclassified to be consistent
with the current year's presentation.

RECOGNITION OF TRADITIONAL LIFE, GROUP LIFE AND GROUP ACCIDENT AND HEALTH
REVENUE

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

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


<PAGE>
RECOGNITION OF NONTRADITIONAL AND VARIABLE LIFE AND ANNUITY REVENUE

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

DEFERRED ACQUISITION COSTS

Acquisition  costs,  consisting of commissions and other costs which vary with
and  are  primarily  related  to production of new business, are deferred. For
traditional  life  and  group life products, such costs are amortized over the
revenue-producing period of the related policies using the same actuarial
assumptions used in computing future policy benefit reserves. Acquisition
costs  for  accident  and health insurance policies are deferred and amortized
over  the lives of the policies in the same manner as premiums are earned. For
interest  sensitive  products,  acquisition costs are amortized in relation to
the present value of expected future gross profits from investment margins and
mortality, morbidity and expense charges. Deferred acquisition costs amortized
during 1994, 1993 and 1992 were $108,676, $72,431 and $57,264, respectively.

FUTURE POLICY BENEFIT RESERVES

Future  policy  benefit  reserves on traditional life products are computed by
the  net  level  premium  method based upon estimated future investment yield,
mortality and withdrawal assumptions, commensurate with the Company's
experience,  modified  as  necessary  to reflect anticipated trends, including
possible  unfavorable  deviations.  Most life reserve interest assumptions are
graded from 9% to 5.5%.

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

Fair values of investment contracts, which include deferred annuities and
other annuities without significant mortality risk, were determined by testing
amounts  payable  on demand against discounted cash flows using interest rates
commensurate  with  the  risks  involved.  Fair values are based on the amount
payable on demand at December 31, 1994 and 1993.
<PAGE>
POLICY AND CONTRACT CLAIMS

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

REINSURANCE

Effective January 1, 1993, the Company adopted Statement of Financial
Accounting  Standards (SFAS) No. 113, Accounting and Reporting for Reinsurance
of Short-Duration and Long-Duration Contracts.  Pursuant to SFAS No. 113,
insurance liabilities are reported before the effects of reinsurance.  Amounts
paid  or  deemed to have been paid for claims covered by reinsurance contracts
are recorded as reinsurance receivable. Reinsurance receivables are recognized
in a manner consistent with the liabilities related to the underlying
reinsured contracts.

INVESTMENTS

On  January  1, 1994, the Company adopted SFAS No. 115, Accounting for Certain
Investments  in  Debt and Equity Securities which addresses the accounting and
reporting  for investments in equity securities that have readily determinable
fair values and for all investments in debt securities.  Those investments are
classified  in  one of three categories.  Debt securities that the Company has
the positive intent and ability to hold to maturity are classified as
"held-to-maturity  securities"  and  are reported at amortized cost.  Debt and
equity securities that are bought and held principally for the purpose of
selling  them  in the near term are classified as "trading securities" and are
reported at fair value, with unrealized gains and losses included in earnings.
Debt and equity securities not classified as either "held-to-maturity
securities" or "trading securities" are classified as "available-for-sale
securities"  and  are reported at fair value, with unrealized gains and losses
reported in a separate component of stockholders' equity, net of deferred
taxes.  SFAS No. 115 does not permit retroactive application of its
provisions.    The Company classified the majority of its investment portfolio
as "available-for-sale securities" with a limited number of securities
classified as "held-to-maturity" at January 1, 1994.

In  1993,  prior  to adoption of SFAS No. 115, investments in fixed maturities
and nonredeemable preferred stocks were carried at amortized cost reduced by a
provision for loss due to declines in value expected to be other than
temporary.  Common stocks were reflected at market value.  Unrealized gains or
losses  on  investments  in  common stocks, net of deferred income taxes, were
reflected directly in stockholder's equity.

Short-term investments are carried at amortized cost which approximates
market.  Policy loans are reflected at their unpaid principal balances.
<PAGE>
Mortgage loans are reflected at unpaid principal balances adjusted for premium
and discount amortization and an allowance for uncollectible balances.
Investments in real estate are reflected at the lower of cost or market value.
Real  estate  occupied  by  the Company is reflected at cost, less accumulated
depreciation.  Investments in real estate, exclusive of land, are being
depreciated  on a straight-line basis over estimated useful lives ranging from
3 to 30 years.

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

As of December 31, 1994 and 1993, investments with a carrying value of $44,337
and $35,577, respectively, were held on deposit with various insurance
departments as required by statutory regulations.

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

SEPARATE ACCOUNTS

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

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

INCOME TAXES

Effective  January  1,  1993, the Company adopted SFAS No. 109, Accounting for
Income  Taxes.    The primary provision of SFAS No. 109 is the change from the
deferred method of accounting for income taxes to the asset and liability
method.    The  Company implemented the change in accounting principle in 1993
which resulted in a one-time cumulative adjustment to increase income by
$30,881  determined as of January 1, 1993.  The 1992 financial statements were
not restated to apply the provisions of this Statement.


<PAGE>
Under  the asset and liability method, deferred tax assets and liabilities are
recognized for the future tax consequences attributable to differences between
the  financial  statement  carrying amounts of existing assets and liabilities
and their respective tax bases.  Deferred tax assets and liabilities are
measured  using  enacted  tax rates expected to apply to taxable income in the
years  in  which  those  temporary differences are expected to be recovered or
settled.  Under SFAS No. 109, the effect on deferred tax assets and
liabilities  of  a  change  in tax rates is recognized in income in the period
that includes the enactment date.

Under  the  deferred  method  of accounting for income taxes prescribed by the
Accounting  Principles  Board  (APB) Opinion 11, which was applied in 1992 and
prior years, deferred income taxes were recognized for income and expense
items  reported in different years for financial reporting purposes and income
tax  purposes,  using the tax rate in effect for the year of the calculation. 
Under  the  deferred  method,  deferred taxes were not adjusted for subsequent
changes in tax rates.

RECEIVABLES

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

ACCOUNTING CHANGES

The impact of implementation of SFAS No. 115 in 1994 was an increase in equity
of $74,866 at January 1, 1994.

The table below presents the cumulative effect of changes, net of tax, in
accounting principles implemented in 1993 on after tax net income:
<TABLE>

<CAPTION>

<S>                                              <C>       
SFAS No. 106                                     $(4,006)
SFAS No. 109                                      30,881 
                                                 --------

Total cumulative effect on after tax net income  
     of changes in accounting principles         $26,875 
                                                 ========
</TABLE>


<PAGE>
(2) BUSINESS COMBINATION

On May 31, 1993, the Company acquired the majority of the assets and
liabilities  of Fidelity Union Life Insurance Company (FULICO), a wholly owned
subsidiary  of  AZOA,  through  an assumption reinsurance arrangement.  FULICO
remained  in  existence  retaining only its corporate charter and those assets
necessary  to  maintain its charter and licenses to conduct life insurance and
annuity business until it was sold in 1994.

The  Company accounted for this transaction as an "as-if pooling of interests"
involving the combination of entities under the common control of AZOA. 
Accordingly, all financial data for periods prior to May 31, 1993 were
restated to include the operations of FULICO and all intercompany transactions
were eliminated.

Total  revenues  and net income, before adoption of any changes in accounting,
of  the  separate companies for the five-months ended May 31, 1993 and for the
year ended December 31, 1992 were:


<TABLE>

<CAPTION>

                                 Allianz Life   FULICO   Combined
                                 -------------  -------  --------
<S>                              <C>            <C>      <C>
Five-months ended May 31, 1993:
     Total revenue               $     309,159   78,814   387,973
     Net income                         19,224   12,944    32,168

Year ended December 31, 1992:
     Total revenue               $     685,997  165,947   851,944
     Net income                         28,571   17,432    46,003
</TABLE>



(3) INVESTMENTS

Investments at December 31, 1994 consist of:

<TABLE>

<CAPTION>



<PAGE>
                                                                                Amount
                                                        Amortized   Estimated  shown on
                                                           cost      market     balance
                                                         or cost      value      sheet
                                                        ----------  ---------  ---------
<S>                                                     <C>         <C>        <C>
Fixed maturities - Held-to-maturity:
     Corporate securities                               $   90,615     85,559     90,615

Fixed maturities - Available-for-sale:
     U.S. government                                       495,048    463,694    463,694
     States and political subdivisions                         519        498        498
     Foreign government                                     44,818     43,494     43,494
     Public utilities                                       79,170     80,002     80,002
     Corporate securities                                1,099,623  1,042,867  1,042,867
     Mortgage backed securities                            228,894    221,079    221,079
     Collateralized mortgage obligations                    57,739     54,574     54,574
                                                        ----------  ---------  ---------

          Total fixed maturities                         2,096,426  1,991,767  1,996,823
                                                        ----------  ---------  ---------

Equity securities - Available-for-sale:
     Common stocks:
          Public utilities                                   4,001      3,938      3,938
          Banks, trusts and insurance companies              4,202      3,700      3,700
          Industrial and miscellaneous                     111,351    116,798    116,798

      Nonredeemable preferred stocks                         7,494      7,276      7,276
                                                        ----------  ---------  ---------

          Total equity securities                          127,048    131,712    131,712
                                                        ----------  ---------  ---------

Other investments:
     Mortgage loans on real estate                         163,099  XXXXXXXXX    163,099
     Real estate:
          Investment properties                              4,685  XXXXXXXXX      4,685
          Partnerships                                      12,551  XXXXXXXXX     12,551
     Certificates of deposit and short term securities     155,307  XXXXXXXXX    155,307
     Policy loans                                          101,899  XXXXXXXXX    101,899
     Other long term investments                             1,117  XXXXXXXXX      1,117
                                                        ----------  ---------  ---------

          Total other investments                          438,658  XXXXXXXXX    438,658
                                                        ----------  ---------  ---------


<PAGE>
          Total investments                             $2,662,132  XXXXXXXXX  2,567,193
                                                        ==========  =========  =========
</TABLE>


At  December  31,  1994  and 1993, the amortized cost, gross unrealized gains,
gross  unrealized  losses and estimated market values of marketable securities
are as follows:

<TABLE>

<CAPTION>

                                          Amortized     Gross       Gross     Estimated
                                             cost     unrealized  unrealized   market
                                           or cost      gains       losses      value
                                          ----------  ----------  ----------  ---------
<S>                                       <C>         <C>         <C>         <C>
1994:
Held-to maturity:
     Corporate securities                 $   90,615         110       5,166     85,559
                                          ----------  ----------  ----------  ---------
         Total held-to-maturity               90,615         110       5,166     85,559
                                          ----------  ----------  ----------  ---------

Available-for-sale:
     U.S. government                         495,048          49      31,403    463,694
     States and political subdivisions           519           3          24        498
     Foreign government                       44,818         562       1,886     43,494
     Public utilities                         79,170       1,154         322     80,002
     Corporate securities                  1,099,623       7,034      63,790  1,042,867
     Mortgage backed securities              228,894           0       7,815    221,079
     Collateralized mortgage obligations      57,739           0       3,165     54,574
                                          ----------  ----------  ----------  ---------

         Total fixed maturities            2,005,811       8,802     108,405  1,906,208
     Equity securities                       127,048      18,556      13,892    131,712
                                          ----------  ----------  ----------  ---------
         Total available-for-sale          2,132,859      27,358     122,297  2,037,920
                                          ----------  ----------  ----------  ---------

         Total                            $2,223,474      27,468     127,463  2,123,479
                                          ==========  ==========  ==========  =========

1993:
Available-for-sale:
     U.S. government                      $  374,160      15,416       1,847    387,729
     States and political subdivisions           519          14           0        533
<PAGE>
     Foreign government                      161,190       9,109          62    170,237
     Public utilities                        108,955      11,694           0    120,649
     Corporate securities                  1,206,417      86,149       6,307  1,286,259
     Mortgage backed securities               72,002       4,928           0     76,930
     Collateralized mortgage obligations      62,441         389       1,114     61,716
                                          ----------  ----------  ----------  ---------
         Total fixed maturities            1,985,684     127,699       9,330  2,104,053
     Common stock                            123,229      23,454       9,203    137,480
     Preferred stock                           6,169         689         136      6,722
                                          ----------  ----------  ----------  ---------

         Total                            $2,115,082     151,842      18,669  2,248,255
                                          ==========  ==========  ==========  =========
</TABLE>


The change in unrealized losses on available-for-sale securities was
$(214,245)  and the change in unrealized losses on held-to-maturity securities
was $(8,783) for the year ended December 31, 1994.

The  changes  in  unrealized gains (losses) from fixed maturities were $33,645
and $(17,852) for the years ended December 31, 1993 and 1992, respectively.

The  changes in unrealized gains (losses) in equity investments, which include
common  stocks  and nonredeemable preferred stocks, and other investments were
$(9,587),  $(2,468)  and $(11,398) for the years ended December 31, 1994, 1993
and 1992, respectively.

The  amortized cost and estimated market value of fixed maturities at December
31,  1994,  by contractual maturity, are shown below. Expected maturities will
differ  from  contractual  maturities  because borrowers may have the right to
call or prepay obligations with or without call or prepayment penalties.


<TABLE>

<CAPTION>

                                             Amortized    Estimated
                                                cost     market value
                                             ----------  ------------
<S>                                          <C>         <C>
Held-to-maturity:
     Due in one year or less                 $    6,000         5,850
     Due after one year through five years       11,000        11,110
     Due after five years through ten years      67,615        63,185
     Due after ten years                          6,000         5,414
                                             ----------  ------------
<PAGE>
     Totals                                  $   90,615        85,559
                                             ==========  ============

Available-for-sale:
     Due in one year or less                 $   42,793        43,097
     Due after one year through five years      489,443       480,623
     Due after five years through ten years     885,459       834,011
     Due after ten years                        359,222       327,399
     Mortgage backed securities                 228,894       221,078
                                             ----------  ------------

     Totals                                  $2,005,811     1,906,208
                                             ==========  ============
</TABLE>


Proceeds  from  sales  of  investments in available-for-sale securities during
1994  were  $791,659.  Gross gains of $14,615 and gross losses of $17,327 were
realized on sales of available-for-sale securities in 1994, related taxes were
$0.  Proceeds from redemptions of held-to-maturity securities during 1994 were
$4,342 with no gain or loss realized on the transactions.  Proceeds from sales
of fixed maturity securities in 1993 and 1992 were $666,893 and $374,388,
respectively.    Gross gains of $25,229 and $18,651 and gross losses of $2,102
and $54 were realized on sales of fixed maturities in 1993 and 1992,
respectively.  Related taxes were $8,094, and $6,323 in 1993 and 1992,
respectively.

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


<TABLE>

<CAPTION>

                                       1994     1993     1992
                                     --------  -------  -------
 <S>                                 <C>       <C>      <C>
Fixed maturities, at amortized cost  $     0   23,127   18,597 
Fixed maturities, at market           (2,712)       0        0 
Equity securities                      2,745    5,876    4,129 
Mortgage loans                        (1,667)    (189)  (1,069)
Real estate                            2,067     (513)   1,091 
Other                                    396       17      128 
                                     --------  -------  -------
          Net gains before taxes         829   28,318   22,876 


<PAGE>
Tax expense on net realized gains        352   10,329    7,819 
                                     --------  -------  -------

          Net gains after taxes      $   477   17,989   15,057 
                                     ========  =======  =======
</TABLE>


The Company may enter into mortgage backed security reverse repurchase
transactions  ("dollar  rolls")  with  certain securities dealers.  Under this
program, the Company sells certain securities for delivery in the current
month and simultaneously contracts with the same dealer to repurchase similar,
but  not  identical, securities on a specified future date.  The Company gives
up  the  right to receive principal and interest on the securities sold. As of
December  31,  1994,  mortgage backed securities underlying the agreements are
carried at market values of $58,174 and other liabilities includes $58,150 for
funds  received  under  these agreements.  Average balances outstanding during
1994 were $66,110 and weighted average interest rates were 6.5%.  The
agreements at December 31, 1994 mature within 2 months.  The agreements may be
rolled  over  into new agreements at maturity by mutual consent of the Company
and the dealers.

The  Company participates in a securities lending program that is administered
by Allianz Investment Corporation.  Under this program, the Company loans U.S.
Treasury Notes to qualified third parties.  The Company obtains collateral for
the loan equal to 102 percent of the estimated market value and accrued
interest of the loaned securities and receives a portion of the interest
earned  on  the collateral.  In addition, the Company maintains full ownership
rights to the securities loaned, including investment income and has the
ability  to sell the securities while they are on loan with the consent of the
borrower.    As of December 31, 1994, the estimated market value of the loaned
securities was $110,063, collateralized by investments in FNMA securities.

The  valuation  allowances at December 31, 1994, 1993 and 1992 and the changes
in the allowance for the years then ended are summarized as follows:

<TABLE>

<CAPTION>

                                  Beginning                            End
                                   of year    Additions  Reductions  of year
                                  ----------  ---------  ----------  -------
<S>                               <C>         <C>        <C>         <C>
December 31, 1994:
     Mortgage loans               $   12,450      1,598       1,598   12,450
     Investment in real estate         1,550          0           0    1,550
                                  ----------  ---------  ----------  -------
<PAGE>
Total valuation allowance         $   14,000      1,598       1,598   14,000
                                  ==========  =========  ==========  =======

December 31, 1993:
     Mortgage loans               $   13,602          0       1,152   12,450
     Investment in real estate         1,854        973       1,277    1,550
                                  ----------  ---------  ----------  -------

Total valuation allowance         $   15,456        973       2,429   14,000
                                  ==========  =========  ==========  =======

December 31, 1992:
     Mortgage loans               $   18,583        485       5,466   13,602
     Investment in real estate         1,854          0           0    1,854
     Other long-term investments         428          0         428        0
                                  ----------  ---------  ----------  -------

 Total valuation allowance        $   20,437        485       5,466   15,456
                                  ==========  =========  ==========  =======
</TABLE>


Major categories of net investment income for the respective years ended
December 31 are:

<TABLE>

<CAPTION>

                                            1994     1993     1992
                                          --------  -------  -------
 <S>                                      <C>       <C>      <C>
Interest:
     Fixed maturities, at amortized cost  $141,611  142,814  130,239
     Fixed maturities, at market             6,966        0        0
     Mortgage loans                         13,706   12,764   15,357
     Policy loans                            6,329    6,404    5,840
     Short-term investments                  3,012    4,159    6,586
Dividends:
     Preferred stock                           495      231      149
     Common stock                            2,673    2,496    2,055
Rental income on real estate                 3,135    2,540    2,899
Interest on assets held by reinsurers       10,470   10,074   10,207
Other                                          577    1,131    5,485
                                          --------  -------  -------
          Total investment income          188,974  182,613  178,817


<PAGE>
Investment expenses                          7,683    7,782    8,835
                                          --------  -------  -------

          Net investment income           $181,291  174,831  169,982
                                          ========  =======  =======
</TABLE>



(4) SUMMARY TABLE OF FAIR VALUE DISCLOSURES

<TABLE>

<CAPTION>

                                                            1994        1994        1993        1993
                                                          Carrying      Fair      Carrying      Fair
                                                           Amount      Value       Amount      Value
                                                         ----------  ----------  ----------  ----------
<S>                                                      <C>         <C>         <C>         <C>
Financial assets
- -------------------------------------------------------                                                
     Fixed maturities, at amortized cost:
          U.S. Government                                $        0  $        0  $  374,160  $  387,729
          States and political subdivisions                       0           0         519         533
          Foreign governments                                     0           0     161,190     170,237
          Public utilities                                        0           0     108,955     120,649
          Corporate securities                               90,615      85,559   1,206,417   1,286,259
          Mortgage backed securities                              0           0      72,002      76,930
          Collateralized mortgage obligations                     0           0      62,441      61,716
     Fixed maturities, at market:
          U.S. Government                                   463,694     463,694           0           0
          States and political subdivisions                     498         498           0           0
          Foreign governments                                43,494      43,494           0           0
          Public utilities                                   80,002      80,002           0           0
          Corporate securities                            1,042,867   1,042,867           0           0
          Mortgage backed securities                        221,079     221,079           0           0
          Collateralized mortgage obligations                54,574      54,574           0           0
     Equity securities                                      131,712     131,712     143,649     144,202
     Mortgage loans                                         163,099     162,903     127,196     133,872
     Short term investments                                 155,307     155,307      58,963      58,963
     Policy loans                                           101,899     101,899      98,117      98,117
     Other long term investments                              1,117       1,117         650         650
     Receivables                                            111,874     111,874     123,914     123,914
     Separate accounts assets                             6,965,755   6,965,755   5,535,243   5,535,243



<PAGE>
Financial liabilities
- -------------------------------------------------------                                                
     Investment contracts                                 2,753,304   2,319,872   1,921,650   1,605,135
     Separate account liabilities                         6,965,755   6,715,730   5,535,243   5,340,781

Financial instruments
- -------------------------------------------------------                                                
     Commitments to purchase mortgage backed securities           0           0      78,323      78,323
</TABLE>


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


(5) RECEIVABLES

Receivables at December 31 consist of the following:

<TABLE>

<CAPTION>

                                     1994     1993
                                   --------  -------
<S>                                <C>       <C>
Premiums due                       $ 76,840   80,732
Agents balances                       7,299   13,217
Related party receivables             1,516    3,893
Reinsurance commission receivable    13,723    9,988
Scholarship enrollment fees           6,753    5,933
Due from administrators               2,674    6,373
Other                                 3,069    3,778
                                   --------  -------

     Total receivables             $111,874  123,914
                                   ========  =======
</TABLE>



(6) ACCIDENT AND HEALTH CLAIMS RESERVES

Accident and health claims reserves are based on long-range projections
subject  to  uncertainty.   Uncertainty regarding reserves of a given accident
year  is  gradually  reduced  as new information emerges each succeeding year,
allowing more reliable re-evaluations of such reserves.  While management
believes  that reserves as of December 31, 1994 are adequate, uncertainties in
<PAGE>
the reserving process could cause such reserves to develop favorably or
unfavorably as new or additional information emerges.  Any adjustments to
reserves  are  reflected in the operating results of the periods in which they
are  made.    Movements  in reserves which are small relative to the amount of
such reserves could significantly impact future reported earnings of the
Company.

Activity  in  the  accident and health claims reserves, exclusive of long term
care,  hospital  indemnity  and AIDS reserves of $11,149, $8,742 and $7,247 in
1994, 1993 and 1992, respectively, is summarized as follows:

<TABLE>

<CAPTION>

                                                     1994       1993     1992
                                                   ---------  --------  -------
 <S>                                               <C>        <C>       <C>
Balance at January 1, net of reinsurance
     recoverables of $86,551, $91,303 and $64,295  $170,123   168,872   156,414

Incurred related to:
     Current year                                   230,995   226,815   225,329
     Prior years                                     (7,290)   (8,432)      899
                                                   ---------  --------  -------
Total incurred                                      223,705   218,383   226,228
                                                   ---------  --------  -------

Paid related to:
     Current year                                    82,338    84,172    80,015
     Prior years                                    126,462   132,960   133,755
                                                   ---------  --------  -------
Total paid                                          208,800   217,132   213,770
                                                   ---------  --------  -------

Balance at December 31, net of reinsurance
     recoverables of $96,090, $86,551 and $91,303  $185,028   170,123   168,872
                                                   =========  ========  =======
</TABLE>


There were no significant adjustments to accident and health claim liabilities
resulting from changes in estimates of benefits related to prior years.





<PAGE>
(7) REINSURANCE

In  the  normal course of business, the Company seeks to limit its exposure to
loss on any single insured and to recover a portion of benefits paid by ceding
risks  under excess coverage and coinsurance contracts.  The Company retains a
maximum of $1 million coverage per individual life.

Reinsurance contracts do not relieve the Company from its obligations to
policyholders.   Failure of reinsurers to honor their obligations could result
in losses to the Company; consequently, allowances are established for amounts
deemed  uncollectible.    The Company evaluates the financial condition of its
reinsurers and monitors concentrations of credit risk to minimize its exposure
to significant losses from reinsurer insolvencies.

Included in reinsurance receivables at December 31, 1994 are $867,605 and
$82,600 recoverable from insurers who, as of December 31, 1994, were both
rated  A+  by  Best's Insurance Reports.  A contingent liability exists to the
extent that the Company's reinsurers are unable to meet their contractual
obligations. Management is of the opinion that no liability will accrue to the
Company with respect to this contingency.


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

<TABLE>

<CAPTION>

                                                                                    Percentage
                                                  Assumed      Ceded                 of amount
                                       Gross     from other  to other      Net        assumed
Year ended                            amount     companies   companies    amount      to net
- ----------------------------------  -----------  ----------  ---------  ----------  -----------
<S>                                 <C>          <C>         <C>        <C>         <C>
December 31, 1994:
Life insurance in force             $39,789,859  24,411,513  6,893,030  57,308,342        42.6%
                                    -----------  ----------  ---------  ----------  -----------

Premiums:
     Life insurance and annuities       346,567      97,214     40,154     403,627        24.1%
     Accident and health insurance      388,760     158,748    201,824     345,684        45.9%
                                    -----------  ----------  ---------  ----------  -----------

          Total premiums                735,327     255,962    241,978     749,311        34.2%
                                    ===========  ==========  =========  ==========  ===========


<PAGE>
December 31, 1993:
Life insurance in force             $39,784,564  21,861,833  6,297,943  55,348,454        39.5%
                                    -----------  ----------  ---------  ----------  -----------

Premiums:
     Life insurance and annuities       287,060      86,030     47,306     325,784        26.4%
     Accident and health insurance      365,894     142,891    153,948     354,837        40.3%
                                    -----------  ----------  ---------  ----------  -----------

          Total premiums                652,954     228,921    201,254     680,621        33.6%
                                    ===========  ==========  =========  ==========  ===========

December 31, 1992:
Life insurance in force             $42,573,771  22,113,198  5,978,013  58,708,956        37.7%
                                    -----------  ----------  ---------  ----------  -----------

Premiums:
     Life insurance and annuities       244,320      95,142     34,806     304,656        31.2%
     Accident and health insurance      384,373      97,064    139,858     341,579        28.4%
                                    -----------  ----------  ---------  ----------  -----------

          Total premiums                628,693     192,206    174,664     646,235        29.7%
                                    ===========  ==========  =========  ==========  ===========
</TABLE>


Of  the  amounts  ceded to others, the Company ceded life insurance inforce of
$86,055,  $30,841  and  $17,189 in 1994, 1993 and 1992, respectively, and life
insurance premiums earned of $203, $98 and $4 in 1994, 1993 and 1992,
respectively,  to  its  affiliate Allianz Aktiengesellshaft.  In addition, the
Company ceded accident and health premiums earned of $12,256, $8,966 and
$1,348 in 1994, 1993 and 1992, respectively, to its affiliate Allianz
Versicherungs.


(8) INCOME TAXES

As discussed in note 1, the Company adopted SFAS No. 109 as of January 1, 1993
and the $30,881 cumulative effect of this change is reported in the 1993
Consolidated Statement of Income.  The 1992 financial statements have not been
restated to apply the provisions of SFAS No. 109.  In accordance with SFAS No.
109, all balances related to previous business combinations accounted for
under  the  purchase method, pursuant to APB Opinion 16, were written off with
the adoption of SFAS No. 109.  The effect of this write-off, which is included
in the $30,881 above, was a net decrease in liabilities of $21,869.



<PAGE>
INCOME TAX EXPENSE

Total income tax expense (benefit) for the years ended December 31, 1994, 1993
and 1992 are as follows:

<TABLE>

<CAPTION>

                                                                      1994       1993     1992
                                                                    ---------  --------  -------
 <S>                                                                <C>        <C>       <C>
Income tax expense attributable to operations:
     Current tax expenses                                           $  5,098    30,215   14,330 
                                                                    ---------  --------  -------

     Deferred tax (benefit) expense                                   16,053   (10,847)  10,702 
     Benefit of operating loss carryforwards                               0     3,406        0 
     Adjustment of deferred tax assets and
          liabilities for enacted change in tax rates                      0       945        0 
                                                                    ---------  --------  -------

          Total deferred tax (benefit) expense                        16,053    (6,496)  10,702 
                                                                    ---------  --------  -------

Total income tax expense attributable to operations                 $ 21,151    23,719   25,032 

Income tax effect on equity:

     Income tax allocated to cumulative effect of
          adoption of SFAS No. 106                                         0    (2,064)       0 

     Income tax allocated to stockholder's equity:
          Adoption of SFAS No. 115                                    40,312         0        0 
          Attributable to unrealized gains and losses for the year   (79,201)       62   (5,432)
                                                                    ---------  --------  -------

Total income tax effect on equity                                   $(17,738)   21,717   19,600 
                                                                    =========  ========  =======
</TABLE>


COMPONENTS OF INCOME TAX EXPENSE

Income  tax expense computed at the statutory rate of 35% in 1994 and 1993 and
34%  in  1992, varies from tax expense reported in the Consolidated Statements
of Income for the respective years ended December 31 as follows:

<PAGE>
<TABLE>

<CAPTION>

                                                             1994     1993     1992
                                                           --------  -------  -------
 <S>                                                       <C>       <C>      <C>
Income tax expense computed at the statutory rate          $26,819   28,125   24,151 
Dividends received deductions and tax-exempt interest       (3,967)  (2,189)  (1,653)
Foreign tax                                                    (79)  (1,324)     250 
Interest on tax deficiency                                    (716)     528      (91)
Impact of statutory rate change on deferred tax liability        0      945        0 
Acquisition adjustments to future policy benefits                0        0    1,948 
Utilization of net operating loss and alternative
     minimum tax credits                                         0   (2,549)       0 
Other                                                         (906)     183      427 
                                                           --------  -------  -------

          Income tax expense as reported                   $21,151   23,719   25,032 
                                                           ========  =======  =======
</TABLE>


COMPONENTS OF DEFERRED TAX ASSETS AND LIABILITIES ON THE BALANCE SHEET

Tax effects of temporary differences giving rise to the significant components
of the net deferred tax liability at December 31, 1994 and 1993 are as
follows:

<TABLE>

<CAPTION>

                                                                           1994     1993
                                                                         --------  -------
<S>                                                                      <C>       <C>
Deferred tax assets:
     Provision for post retirement benefits                              $  1,885    2,147
     Allowance for uncollectible accounts                                   2,961    3,325
     Policy reserves                                                      188,602  166,508
     Unrealized losses on investments in available for sale securities     35,584        0
                                                                         --------  -------

          Total deferred tax assets                                       229,032  171,980
                                                                         --------  -------



<PAGE>
Deferred tax liabilities:
     Deferred acquisition costs                                           229,577  194,942
     Net unrealized gain                                                        0    3,305
     Other                                                                  5,262    2,441
                                                                         --------  -------

          Total deferred tax liabilities                                  234,839  200,688
                                                                         --------  -------

Net deferred tax liability                                               $  5,807   28,708
                                                                         ========  =======
</TABLE>


The Company has determined it is not necessary to establish a valuation
allowance for the deferred tax asset as it is more likely than not the
deferred  tax  asset  will be realized principally through future reversals of
existing taxable temporary differences and future taxable income.

DEFERRED TAX EXPENSE UNDER PREVIOUS ACCOUNTING RULES

The  components of deferred income tax expense for the year ended December 31,
1992 computed in accordance with APB Opinion 11 were as follows:



<TABLE>

<CAPTION>

<S>                                           <C>
Acquisition costs and future policy benefits  $   651 
Foreign income                                  1,628 
Investment income                               1,330 
Tax allocation adjustments                      7,711 
Other                                            (618)
                                              --------

      Total deferred income tax expense       $10,702 
                                              ========
</TABLE>


As of December 31, 1994, the Company had no tax loss carryforwards or
alternative minimum tax credits.

The  Company  files a consolidated federal income tax return with AZOA and all
of  its  wholly  owned subsidiaries. The consolidated tax allocation agreement
<PAGE>
stipulates  that  each company participating in the return will bear its share
of the tax liability pursuant to United States Treasury Department
regulations.    The  Company  and each of its insurance subsidiaries generally
will be paid for the tax benefit on their losses, and any other tax
attributes,  to  the  extent  they could have obtained a benefit against their
post-1990  separate  return  taxable  income or tax.  Income taxes paid by the
Company were $15,162, $28,465 and $15,511 in 1994, 1993 and 1992,
respectively.    At  December  31, 1994 the Company has a tax recoverable from
AZOA of $5,095 and a payable to Revenue Canada Taxation of $1,301.  At
December 31, 1993 the Company had a tax payable to AZOA of $5,259 and a
recoverable from Revenue Canada Taxation of $2,798.


(9) RELATED PARTY TRANSACTIONS

In  March  1994, AZOA contributed additional paid-in capital to the Company of
$5,190.

In  June  1994,  the  Company authorized 200 million shares of preferred stock
with  a  par  value  of $1 per share.  The preferred stock is issued in series
with  the  number of shares, redemption rights and dividend rate designated by
the  Board  of  Directors for each series.  Dividends are cumulative at a rate
reflective  of  prevailing  market conditions at time of issue and are payable
semiannually.  Dividend payments are restricted by provisions in State of
Minnesota  statutes.    The Company currently has 40 million shares issued and
outstanding.   In June 1994, the Company issued 25 millions shares of Series A
preferred stock with a dividend rate of 6.4% to AZOA for $25,000.  In December
1994, the Company issued 15 millions shares of Series B preferred stock with a
dividend rate of 6.95% to AZOA for $15,000.

In December 1993, AZOA purchased 400 non-voting common shares in the Company's
subsidiary, Canadian American Financial Corporation, for $8,189.  The
acquisition  of  the  shares reduced the Company's equity ownership to 71% but
the Company maintains its ownership interest in voting common shares of 100%.

As  of  December 31, 1994 and 1993, Allianz Real Estate (AzRE), a wholly owned
subsidiary of AZOA, owned 100% of the stock of certain corporations whose
assets  include  mortgage loans issued by the Company amounting to $12,100 and
$17,900, respectively.  Included in the mortgage loans are properties
originally  foreclosed  upon  by the Company of which the balances at December
31, 1994 and 1993 are $4,575 and $10,400, respectively.


Allianz Investment Corporation (AIC) manages the Company's investment
portfolio.  The  Company  paid AIC $1,285, $1,207 and $1,505 in 1994, 1993 and
1992,  respectively, for investment advisory fees.  The Company's liability to
AIC was $0 and $102 at December 31, 1994 and 1993, respectively.

<PAGE>
The  Company  shares a data center with affiliated insurance companies.  Usage
charges  paid to the data center by the Company were $4,228, $4,715 and $2,400
in 1994, 1993 and 1992, respectively.  The Company's liability for data center
charges was $457 and $0 at December 31, 1994 and 1993, respectively.

The Company reimbursed AZOA $817, $339, and $285 in 1994, 1993 and 1992,
respectively,  for  certain  administrative services performed.  The Company's
liability to AZOA was $264, and $186 at December 31, 1994 and 1993,
respectively.

(10) EMPLOYEE BENEFIT PLANS

The Company participates in the Allianz Primary Retirement Plan (Primary
Retirement Plan), a defined contribution plan.  The Company makes
contributions to a money purchase pension plan on behalf of eligible
participants.  All employees, excluding agents, are eligible to participate in
the  Primary Retirement Plan after two years of service. The contributions are
based  on a percentage of the participant's salary with the participants being
100% vested upon eligibility. It is the Company's policy to fund the plan
costs  as accrued. Total pension contributions were $918, $1,363 and $1,885 in
1994, 1993 and 1992, respectively.

The Company participates in the Allianz Asset Accumulation Plan (Allianz
Plan),  a  defined contribution plan sponsored by AZOA. Under the Allianz Plan
provisions,  the  Company  will  match from 50% to 100% of eligible employees'
contributions  up to a maximum of 6% of a participant's compensation. In 1994,
the Company matched 50%.  Any additional match for 1994 plan participants will
be determined during 1995.  In 1993 and 1992, the total Company match was
100%.  All  employees, excluding agents, are eligible to participate after one
year  of  service  and are fully vested in the Company's matching contribution
after three years of service. The Allianz Plan will accept participants'
pretax or after-tax contributions up to 15% of the participant's compensation.
It is the Company's policy to fund the Allianz Plan costs as accrued. The
Company has accrued $1,266, $1,270 and $1,150 in 1994, 1993 and 1992,
respectively, towards planned contributions.

The  Company  sponsors an asset accumulation plan for field agents.  Under the
Plan provisions, the Company will match 100% of eligible agents' contributions
up to a maximum of 3% of a participant's compensation.  Agents are eligible to
participate  after  one  year  under a statutory career agent contract and are
fully vested in the Company's matching contribution after five years of
service.  The Plan will accept participant's pretax or after tax contributions
up  to  10% of participant's compensation.  It is the Company's policy to fund
the Plan costs as accrued.  Total Company contributions to the Plan were $386,
$319, and $439 in 1994, 1993 and 1992, respectively.

The  Company  adopted  SFAS  No. 106, effective January 1, 1993 which requires
benefits  paid  to  retirees, other than pension benefits, to be accrued.  The
<PAGE>
transition  obligation  associated with this adoption was $4,006, which is net
of  $2,064  tax  benefit.  The Company's current plan obligation is $5,386 and
the  liability  is included in "Other liabilities" in the accompanying balance
sheet.


(11) STATUTORY FINANCIAL DATA AND DIVIDEND RESTRICTIONS

Statutory  accounting  is  directed  toward insurer solvency and protection of
policyholders.    Accordingly,  certain items recorded in financial statements
prepared under GAAP are excluded in determining statutory policyholders'
surplus.  These items include, among other, deferred acquisition costs,
furniture and fixtures, accident and health premiums receivable which are more
than 90 days past due, deferred taxes and undeclared dividends to
policyholders.   Additionally, future life policy and annuity benefit reserves
are calculated using more conservative assumptions with no provisions for
withdrawals for statutory accounting.

The differences between stockholder's equity and net income reported in
accordance with statutory accounting practices and the accompanying
consolidated  financial  statements  as of and for the year ended December 31,
1994 are as follows:

<TABLE>

<CAPTION>

                                                         Stockholder's      Net
                                                            equity        income
                                                        ---------------  ---------
<S>                                                     <C>              <C>
Statutory basis                                         $      294,335      6,895 
Adjustments:
     Change in reserve basis                                  (339,283)  (109,473)
     Deferred acquisition costs                                798,442    132,090 
     Net deferred taxes                                         (5,807)   (16,053)
     Statutory asset valuation reserve                          59,169 
     Statutory interest maintenance reserve                     16,305     (4,768)
     Modified coinsurance reinsurance                          (51,947)    44,920 
     Unrealized losses on investments                          (99,408)
     Nonadmitted assets                                          2,302 
     Other                                                       5,337      1,864 
                                                        ---------------  ---------

          As reported in the accompanying consolidated
               financial statements                     $      679,445     55,475 
                                                        ===============  =========
<PAGE>
</TABLE>

The Company is required to meet minimum statutory capital and surplus
requirements.  The  statutory  capital and surplus as of December 31, 1994 and
1993 was $294,335 and $245,712, respectively, which is in compliance with
these  requirements.   Statutory income for the years ended December 31, 1994,
1993  and  1992 was $6,895, $657 and $13,381.  The maximum amount of dividends
which  can  be  paid  by Minnesota insurance companies to stockholders without
prior approval of the Commissioner of Commerce is subject to restrictions
relating to statutory earned surplus, also known as unassigned funds. 
Unassigned funds shall be determined in accordance with the accounting
procedures  and practices governing preparation of its annual statement, minus
25%  of earned surplus attributable to unrealized capital gains. In accordance
with  Minnesota  Statutes,  the  Company may declare and pay from its surplus,
cash  dividends  of  not  more than the greater of 10% of its beginning of the
year  statutory  surplus  in  any year, or the net gain from operations of the
insurer, not including realized gains, for the 12-month period ending the 31st
day of the next preceding year. In 1994 the Company paid dividends on
preferred  stock in the amount of $413 to AZOA.  Dividends of $22,571 could be
paid in 1995 without prior approval of the Commissioner of Commerce.

REGULATORY RISK BASED CAPITAL

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

<TABLE>

<CAPTION>

                           Ratio of total adjusted capital to
                          authorized control level risk-based
Regulatory Event            Capital (less than or equal to)
- ------------------------  ------------------------------------
<S>                       <C>
Company action level           2 (or 2.5 with negative trends)
Regulatory action level                    1.5
Authorized control level                    1
Mandatory control level                    0.7
</TABLE>


<PAGE>
The Company met the minimum risk-based capital requirements for the years
ended December 31, 1994 and 1993.

PERMITTED STATUTORY ACCOUNTING PRACTICES

The  Company  is  required to file annual statements with insurance regulatory
authorities  which are prepared on an accounting basis prescribed or permitted
by  such authorities.  Prescribed statutory accounting practices include state
laws, regulations,  and general administrative rules, as well as a variety of
publications  of the NAIC.  Permitted statutory accounting practices encompass
all  accounting  practices that are not prescribed; such practices differ from
state  to  state,  may  differ from company to company within a state, and may
change in the future.  Furthermore, the NAIC has a project to codify statutory
accounting  practices,  the result of which is expected to constitute the only
source of "prescribed" statutory accounting practices.  Accordingly, that
project,  which  is  expected  to be completed in 1995, will likely change the
definition  of what comprises prescribed versus permitted statutory accounting
practices, and may result in changes to the accounting policies that insurance
enterprises  use to prepare their statutory financial statements.  The Company
does  not  currently  use permitted statutory accounting practices which could
have a significant impact on its statutory financial statements.


(12) COMMITMENTS AND CONTINGENCIES

The Company and its subsidiaries are subject to claims and lawsuits that arise
in the ordinary course of business. In the opinion of management, the ultimate
resolution  of  such litigation will not have a material adverse effect on the
consolidated financial position of the Company.

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

In  December  1994,  the Company approved a plan to discontinue support of its
individual  agency field force and to make strategic changes in administrative
operations.  Costs expected to be incurred in 1995 for terminations and
restructuring as specific actions are determined and communicated have not yet
been determined.

In  December 1994, the Company approved a plan to enter into a joint marketing
agreement  and  expanded  reinsurance  arrangement with an unrelated insurance
entity covering existing products of each company as well as new products.  In
conjunction  therewith,  the  Company  will provide the other insurance entity
with  $30,000  in exchange for a fifteen year convertible debenture, paying 5%
interest for the first five years with the interest rate reset annually
thereafter at the one-year LIBOR plus 1%.
<PAGE>
(13) FOREIGN CURRENCY TRANSLATION

<TABLE>

<CAPTION>

                                                                              1994     1993     1992
                                                                            --------  -------  -------
 <S>                                                                        <C>       <C>      <C>
Beginning amount of cumulative translation adjustments                      $(2,708)  (1,835)   1,058 
                                                                            --------  -------  -------

Ending amount of cumulative translation adjustments                          (3,787)  (2,708)  (1,835)
                                                                            --------  -------  -------

Aggregate adjustment for the period resulting from translation adjustments   (1,659)  (1,746)  (4,360)
Amount of income tax benefit for period related to aggregate adjustment         580      873    1,467 
                                                                            --------  -------  -------

     Net aggregate translation included in equity                           $(1,079)    (873)  (2,893)
                                                                            ========  =======  =======

Canadian foreign exchange rate at end of year                                0.7129   0.7554   0.7865 
</TABLE>



(14) ACCOUNTING PRONOUNCEMENTS TO BE ADOPTED

In  May  1993,  the Financial Accounting Standards Board issued SFAS No. 114, 
Accounting by Creditors for Impairment of a Loan,  and  SFAS No. 118, an
amendment to SFAS No. 114, which are effective for fiscal years beginning
after  December  15, 1994.  These Statements require impaired loans within the
scope  of the Statements to be measured based on the present value of expected
future  cash  flows discounted at the loan's original effective interest rate,
the loan's observable market price, or the fair value of the collateral if the
loan  is  collateral dependent.  The impact of adoption of these Statements on
the financial position of the Company has not been determined.


(15) SUPPLEMENTARY INSURANCE INFORMATION

The following table summarizes certain financial information by line of
business for 1994, 1993 and 1992:




<PAGE>
<TABLE>

<CAPTION>

                          As            of       December      31           For           the        years         ended
                     ------------  ------------  --------  ----------  --------------  ----------  ----------  -------------
                                      Future                                                       Benefits,
                                      policy                 Other        Premium                    claims    Amortization
                       Deferred     benefits,                policy       revenue                   losses,     of deferred
                        policy       losses,               claims and    and other        Net         and         policy
                     acquisition    claims and   Unearned   benefits      contract     investment  settlement   acquisition
                        costs      loss expense  premiums   payable    considerations    income     expenses     costs (a)
                     ------------  ------------  --------  ----------  --------------  ----------  ----------  -------------
<S>                  <C>           <C>           <C>       <C>         <C>             <C>         <C>         <C>
1994:
Life                 $    188,390     1,022,537     6,012      63,728         291,174      78,100     223,355         6,889 
Accident and health        14,772             0    34,364     291,323         345,684      17,023     236,614         1,797 
Annuities                 595,280     2,304,560         0         360         112,453      86,168      92,350      (140,776)
                     ------------  ------------  --------  ----------  --------------  ----------  ----------  -------------

                     $    798,442     3,327,097    40,376     355,411         749,311     181,291     552,319      (132,090)
                     ============  ============  ========  ==========  ==============  ==========  ==========  =============


1993:
Life                 $    195,279       989,309     7,389      57,763         263,465      80,422     216,911       (10,925)
Accident and health        16,569             0    34,181     264,583         354,837      15,735     241,466           804 
Annuities                 454,504     1,986,801         0         578          62,319      78,674      74,887      (243,113)
                     ------------  ------------  --------  ----------  --------------  ----------  ----------  -------------

                     $    666,352     2,976,110    41,570     322,924         680,621     174,831     533,264      (253,234)
                     ============  ============  ========  ==========  ==============  ==========  ==========  =============


1992:
Life                 $    184,693       936,238     7,766      56,921         275,702      88,295     222,103        (9,481)
Accident and health        17,365             0    36,915     265,105         341,579      14,602     228,320           294 
Annuities                 211,060     1,539,911         0         264          28,954      66,872      63,080      (106,192)
                     ------------  ------------  --------  ----------  --------------  ----------  ----------  -------------

                     $    413,118     2,476,149    44,681     322,290         646,235     169,769     513,503      (115,379)
                     ============  ============  ========  ==========  ==============  ==========  ==========  =============

                     December      31
                     ---------  ---------



<PAGE>

                       Other    Premiums
                     operating   written
                     expenses      (b)
                     ---------  ---------
<S>                  <C>        <C>
1994:
Life                   114,767
Accident and health    121,645
Annuities              210,933
                     ---------           

                       447,345
                     =========           


1993:
Life                   186,457
Accident and health    154,493
Annuities              191,783
                     ---------           

                       532,733
                     =========           


1992:
Life                   132,646
Accident and health    110,818
Annuities              139,321
                     ---------           

                       382,785
                     =========           
</TABLE>


(a)  Represents the net change in deferred policy acquisition cost reported in
the income statement.
(b)  Premiums written are not applicable for life insurance companies.









<PAGE>































                                    PART C

















<PAGE>

                                    PART C

                              OTHER  INFORMATION


Item 24.   Financial Statements and Exhibits

     a.    Financial Statements

           The following financial statements of the Company are included in
           Part B hereof.

           1.  Independent Auditors' Report.
           2.  Consolidated Balance Sheets as of December 31, 1994 and 1993.
           3.  Consolidated Statements of Income for the years ended December
               31, 1994, 1993 and 1992.
           4.  Consolidated Statements of Stockholder's Equity for the years
               ended December 31, 1994, 1993 and 1992.
           5.  Consolidated Statements of Cash Flows for the years ended
               December 31, 1994, 1993 and 1992.
           6.  Notes to Consolidated Financial Statements - December 31, 1994,
               1993 and 1992.

           The following financial statements of the Variable Account are
           included in Part B hereof.

           1.  Independent Auditors' Report.
           2.  Statements of Net Assets as of December 31, 1994.
           3.  Statements of Operations for the years ended December 31, 1994
               and 1993.
           4.  Statements of Changes in Net Assets for the years ended
               December 31, 1994 and 1993.
           5.  Notes to Financial Statements - December 31, 1994.

          The following unaudited financial statements of the Variable Account
          are included in Part B hereof:

           1.  Statements of Assets and Liabilities as of June 30, 1995       
               (unaudited).
           2.  Statements of Operations for the period ended June 30, 1995    
               (unaudited).
           3.  Statements of Changes in Net Assets for the periods ended June 
               30, 1995 and 1994 (unaudited).
           4.  Notes to Financial Statements - June 30, 1995 (unaudited).




<PAGE>
     b.    Exhibits

           1.  Resolution of Board of Directors of the Company authorizing the
               establishment of the Variable Account
           2.  Not Applicable
           3.  Principal Underwriter Agreement*
           4.  Individual Immediate Variable Annuity Contract****
           5.  Application for Individual Immediate Variable Annuity*****
           6.  (i)  Copy of Articles of Incorporation of the Company
               (ii) Copy of the Bylaws of the Company
           7.  Not Applicable
           8.  Form of Fund Participation Agreement**
           9.  Opinion and Consent of Counsel
          10.  Independent Auditors' Consent 
          11.  Not Applicable
          12.  Not Applicable
          13.  Calculation of Performance Information*****
          14.  Company Organizational Chart***
          27.  Financial Data Schedules

    *  Incorporated by reference to Pre-Effective Amendment No. 1 to
       Registrant's Form N-4 filed on September 20, 1988 (File No. 811-05618).
   **  Incorporated by reference to Post-Effective Amendment No. 3 to
       Registrant's Form N-4 filed on April 27, 1990 (File No. 811-05618).
  ***  Incorporated by reference to Post-Effective Amendment No. 12 to
       Registrant's Form N-4 filed on February 23, 1994 (File No. 811-05618).
 ****  Incorporated by reference to Registrant's Form N-4 filed on March 8,
       1994 (File No. 33-76190). 
*****  Incorporated by reference to Registrant's Post-Effective Amendment No.
       1 to Form N-4 filed on April 25, 1995 (File No. 33-76190). 

Item 25.   Directors and Officers of the Depositor

The following are the Officers and Directors of the Company:
<TABLE>

<CAPTION>

Name and Principal        Positions and Offices
Business Address          with Depositor
_________________         _____________________
<S>                       <C>
Lowell C. Anderson        Chairman, President, Chief
1750 Hennepin Avenue      Executive Officer and Director
Minneapolis, MN 55403

Herbert F. Hansmeyer      Director
777 San Marin Drive       777 San Marin Drive
<PAGE>
Novato, CA 94998          Novato, CA 94998

Michael P. Sullivan       Director
7505 Metro Blvd.
Minneapolis, MN 55439

Dr. Jerry E. Robertson    Director
220-13E-29/3M Center
St. Paul, MN 55144

Dr. Gerhard Rupprecht     Director
Reinsburgstrasse 17
D - 70178
Stuttgart, Germany

Rex B. Shannon            Director
2172 Liane Lane
Santa Ana, CA 92705-3336

Edward J. Bonach          Senior Vice President, Chief Financial
1750 Hennepin Avenue      Officer and Treasurer
Minneapolis, MN 55403

Alan A. Grove             Vice President-Law & Secretary
1750 Hennepin Avenue
Minneapolis, MN 55403

Robert S. James           President-Individual Marketing
1750 Hennepin Avenue
Minneapolis, MN 55403

Ronald L. Wobbeking       President-Mass Marketing Division
1750 Hennepin Avenue
Minneapolis, MN 55403
</TABLE>

Item 26.   Persons Controlled by or Under Common Control with the Depositor or
           Registrant

The Company organizational chart is incorporated by reference to
Post-Effective Amendment No. 9 to Form N-4 as filed on April 30, 1993 (File
No. 811-05618).

Item 27.   Number of Contract Owners

As of September 30, 1995, there were 39 qualified Contract Owners and 22
non-qualified Contract Owners with Contracts in the Separate Account.

<PAGE>
Item 28.   Indemnification

The Bylaws of the Company provide that:

Each person (and the heirs, executors, and administrators of such person) made
or threatened to be made a party to any action, civil or criminal, by reason
of being or having been a Director, officer, or employee of the corporation
(or by reason of serving any other organization at the request of the
corporation) shall be indemnified to the extent permitted by the laws of the
State of Minnesota, and in the manner prescribed therein.

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

Item 29.     Principal Underwriters

     a.  NALAC Financial Plans, Inc. is the principal underwriter for the
Contracts. It also is the principal underwriter for:

              Allianz Life Variable Account A
              Preferred Life Variable Account C

     b.  The following are the officers and directors of NALAC Financial
 Plans, Inc.:
<TABLE>

<CAPTION>

Name & Principal        Positions and Offices
Business Address        with Underwriter
________________        _____________________
<S>                     <C>
Lowell C. Anderson      Director
1750 Hennepin Avenue
Minneapolis, MN 55403
<PAGE>
Alan A. Grove           Director
1750 Hennepin Avenue
Minneapolis, MN 55403

James P. Kelso          Director
1750 Hennepin Avenue
Minneapolis, MN 55403

Mark L. Solverud        Director
1750 Hennepin Avenue
Minneapolis, MN 55403

Thomas B. Clifford      President
1750 Hennepin Avenue
Minneapolis, MN 55403

Michael T. Westermeyer  Secretary
1750 Hennepin Avenue
Minneapolis, MN 55403

Thomas D. Barta         Treasurer
1750 Hennepin Avenue
Minneapolis, MN 55403

Edward J. Bonach        Director
1750 Hennepin Avenue
Minneapolis, MN 55403
</TABLE>

     c.  Not Applicable

Item 30.   Location of Accounts and Records

Thomas Clifford, whose address is 1750 Hennepin Avenue, Minneapolis,
Minnesota, maintains physical possession of the accounts, books or documents
of the Variable Account required to be maintained by Section 31(a) of the
Investment Company Act of 1940, as amended, and the rules promulgated
thereunder.

Item 31.   Management Services

Not Applicable

Item 32.   Undertakings

     a.  Registrant hereby undertakes to file a post-effective amendment to
this registration statement as frequently as is necessary to ensure that the
audited financial statements in the registration statement are never more than
<PAGE>
sixteen (16) months old for so long as payment under the variable annuity
contracts may be accepted.

     b.  Registrant hereby undertakes to include either (1) as part of any
application to purchase a contract offered by the Prospectus, a space that an
applicant can check to request a Statement of Additional Information, or (2) a
postcard or similar written communication affixed to or included in the
Prospectus that the applicant can remove to send for a Statement of Additional
Information.

     c.  Registrant hereby undertakes to deliver any Statement of Additional
Information and any financial statements required to be made available under
this Form promptly upon written or oral request.



































<PAGE>

                               REPRESENTATIONS

The Company hereby represents that it is relying upon a No Action Letter
issued to the American Council of Life Insurance, dated November 28, 1988
(Commission ref. IP-6-88), and that the following provisions have been
complied with:

     1.  Include appropriate disclosure regarding the redemption restrictions
imposed by Section 403(b)(11) in each registration statement, including the
prospectus, used in connection with the offer of the contract;

     2.  Include appropriate disclosure regarding the redemption restrictions
imposed by Section 403(b)(11) in any sales literature used in connection with
the offer of the contract;

     3.  Instruct sales representatives who solicit participants to purchase
the contract specifically to bring the redemption restrictions imposed by
Section 403(b)(11) to the attention of the potential participants;

     4.  Obtain from each plan participant who purchases a Section 403(b)
annuity contract, prior to or at the time of such purchase, a signed statement
acknowledging the participant's understanding of (1) the restrictions on
redemption imposed by Section 403(b)(11), and (2) other investment
alternatives available under the employer's Section 403(b) arrangement to
which the participant may elect to transfer his contract value.























<PAGE>
                                  SIGNATURES


As required by the Securities Act of 1933 and the Investment Company Act of
1940, as amended, the Registrant certifies that it meets the requirements of
Securities Act Rule 485(b) for effectiveness of this registration statement
and has caused this registration statement to be signed on its behalf in the
City of Minneapolis and State of Minnesota, on this 10th day of October, 1995.

<TABLE>

<CAPTION>

<S>                                    <C>
                                       ALLIANZ LIFE
                                       VARIABLE ACCOUNT B
                                          (Registrant)

                                  By:  ALLIANZ LIFE INSURANCE COMPANY
                                       OF NORTH AMERICA
                                          (Depositor)


                                  By:  /s/ ALAN A. GROVE
                                       _______________________________
                                           Alan A. Grove


                                       ALLIANZ LIFE INSURANCE COMPANY
                                       OF NORTH AMERICA


                                  By:  /s/ ALAN A. GROVE
                                       ________________________________
                                           Alan A. Grove












<PAGE>
</TABLE>

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

Signature and Title
<TABLE>

<CAPTION>

<S>                      <C>                      <C>
                         Chairman of the Board,
Lowell C. Anderson*      President and Chief      10-10-95
Lowell C. Anderson       Executive Officer            Date

Herbert F. Hansmeyer*    Director                 10-10-95
Herbert F. Hansmeyer                                  Date

Michael P. Sullivan*     Director                 10-10-95
Michael P. Sullivan                                   Date

Dr. Jerry E. Robertson*  Director                 10-10-95
Dr. Jerry E. Robertson                                Date

Rex B. Shannon*          Director                 10-10-95
Rex B. Shannon                                        Date

                         Director
Gerhard Rupprecht                                     Date

Edward J. Bonach*        Chief Financial Officer  10-10-95
Edward J. Bonach                                      Date


                         * By /s/ ALAN A. GROVE
                              _____________________
                                  Alan A. Grove
                                  Attorney-in-Fact
</TABLE>










<PAGE>

                                   EXHIBITS

                                      TO

                       POST-EFFECTIVE AMENDMENT NO. 2 

                                      TO

                                   FORM N-4

                       ALLIANZ LIFE VARIABLE ACCOUNT B

               ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA



































<PAGE>


                              INDEX TO EXHIBITS




Exhibit                                                               Page
   
99.B1   Resolution of Board of Directors

99.B6   Copy of Articles of Incorporation of the Company

99.B6   Copy of the Bylaws of the Company

99.B9   Consent and Opinion of Counsel

99.B10  Independent Auditors' Consent

27      Financial Data Schedules    



























<PAGE>

                          
   The following resolution was adopted at a meeting of the Board
of Directors of North American Life and Casualty Company on 
May 31, 1985:

RESOLVED: That this company is hereby authorized to establish one or
more separate accounts in accordance with state insurance laws and to 
issue variable and fixed annuity contracts and variable and fixed life
insurance policies with the reserves for such contracts and policies
being segregated in such separate accounts or in the general accounts
of this company in the manner specified in the said accounts.

RESOLVED FURTHER:  That the President of the Company or such other 
executive officer of this company as shall be designated by the President
is hereby authorized to designate such separate accounts as may be deemed
necessary or convenient and to register such separate accounts and those 
variable and fixed annuity contracts and life insurance policies authorized
hereby under such federal securities laws as are deemed appropriate.

RESOLVED FURTHER: That the President of this company or such other 
executive officer of this company as shall be designated by the President
is hereby authorized to invest such sums in any separate account established
hereby as may be deemed necessary or appropriate to comply with requirements
of applicable law.

RESOLVED FURTHER:   That the President of this company and such other 
executive officers of this company as may be appropriate, are hereby 
authorized to do any act necessary or appropriate to carry out the intention
of this resolution.

I, the undersigned, do hereby certify that I am the duly elected and 
qualified Secretary and keeper of the records and corporate seal of North
American Life and Casualty Company, a corporation organized under the laws
of the State of Minnesota, and that the foregoing is a full, true and correct
copy of a resolution duly adopted at a meeting of the Board of Directors of 
said Corporation, convened and held in accordance with the law and articles 
and bylaws of said Corporation on the 31st day of May, 1985, and that said 
resolution supersedes all resolutions previously adopted for the purpose 
stated and is now in full force and effect.





<PAGE>
Attest /s/ VICKI L. OSBAUGH                   /s/ ALAN A. GROVE
       ____________________                   ____________________________
                                              Alan A. Grove, Secretary    


                                     BYLAWS
                                      OF
               ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
                             1750 HENNEPIN AVENUE
                            MINNEAPOLIS, MINNESOTA

                        (AMENDED AS OF MARCH 31, 1993)

                            *********************

                             ARTICLE I.  OFFICES

The  principal  office  of  the corporation in the State of Minnesota shall be
located  in  the City of Minneapolis, County of Hennepin.  The corporation may
have  such  other offices, either within or without the State of Minnesota, as
the Board of Directors may designate or as the business of the corporation may
require from time to time.

                          ARTICLE II.  STOCKHOLDERS

Section  1.   Annual Meeting.  The annual meeting of the stockholders shall be
held  on  the first Tuesday after the first Monday of the month of May in each
year, at the hour of ten o'clock a.m., or at such other time on such other day
as shall be fixed by the Board of Directors, for the purpose of electing
Directors  and  for  the transaction of such other business as may come before
the meeting.  If the election of Directors shall not be held on the day
designated herein for any annual meeting of the stockholders, or at any
adjournment thereof, the Board of Directors shall cause the election of
Directors to be held at a special meeting of the stockholders as soon
thereafter as conveniently may be.

If  a  majority of the shares entitled to be voted shall not be represented at
any  meeting of stockholders, the stockholders entitled to vote there, present
in person or represented by proxy, shall have the power to adjourn the
meeting, from time to time, without notice other than announcement at the
meeting  until the requisite amount of voting stock shall be represented.  Any
business  may be transacted which might have been transacted at the meeting as
originally notified.  The stockholders, upon the vote of majority of the
<PAGE>
shares of stock entitled to be voted, shall have the power to recess or
adjourn  the meeting from time to time, without notice other than announcement
at the meeting.

Section  2.   Special Meetings.  Special meetings of the stockholders, for any
purpose  or  purposes, unless otherwise prescribed by statue, may be called by
the  Chief Executive Officer or by the Board of Directors, and shall be called
by  the Chief Executive Officer at the request of the holders of not less than
one-tenth of all outstanding shares of the corporation entitled to vote at the
meeting.

Section 3.  Place of Meeting.  The Board of Directors may designate any place,
either  within  or without the State of Minnesota, as the place of meeting for
any annual meeting or for any special meeting called by the Board of
Directors.    If  no designation is made, or if a special meeting be otherwise
called,  the place of meeting shall be the principal office of the corporation
in the State of Minnesota.

Section 4.  Notice of Meeting.  Written notice stating the place, day and hour
of  the  meeting  and, in case of a special meeting, the purpose for which the
meeting  is called, shall, unless otherwise prescribed by statue, be delivered
not  less  than  ten (10) nor more than fifty (50) days before the date of the
meeting,  either  personally  or  by mail, by or at the direction of the Chief
Executive  Officer,  or  the Secretary, or the office or other persons calling
the  meeting, to each stockholder of record entitled to vote at such meeting. 
If  mailed,  such notice shall be deemed to be delivered when deposited in the
United  States mail, addressed to the stockholder at his address as it appears
on the stock transfer books of the corporation, with postage thereon prepaid.

Section  5.  Closing of Transfer Books or Fixing of Record Date.  The Board of
Directors  may fix a time not less than twenty (20) days preceding the date of
any  meeting  of  stockholders,  any dividend payment date or any date for the
allotment  of rights, during which the books of the corporation will be closed
against  transfer  of stocks.  In lieu of providing against transfer of stocks
aforesaid,  the  Board  of  Directors may fix a date not less than twenty (20)
days  preceding  the date of any meeting of stockholders, any dividend payment
date or any date for the allotment of rights, as a record date for the
determination  of  the  stockholders entitled to notice of any to vote at such
meeting, or entitled to receive such dividend or rights, as the case may be.

Section  6.   Quorum.  A majority of the outstanding shares of the corporation
entitled to vote, represented in person or by proxy, shall constitute a quorum
at a meeting of stockholders.

Section  7.  Proxies.  At all meetings of stockholders, a stockholder may vote
in  person  or  by proxy executed in writing by the stockholder or by his duly
authorized  attorney-in-fact.  Such proxy shall be filed with the Secretary of
the corporation before or at the time of the meeting.
<PAGE>
Section 8.  Voting of Shares.  Each outstanding share shall be entitled to one
vote upon each matter submitted to a vote at a meeting of stockholders.

Section  9.  Voting of Shares by Certain Holders.  Shares standing in the name
of  another  corporation  may  be voted by such officer, agent or proxy as the
Bylaws  of such corporation may prescribe, or, in the above of such provision,
as the Board of Directors of such other corporation may determine.


                       ARTICLE III.  BOARD OF DIRECTORS

Section 1.  General Powers.  The business and affairs of the corporation shall
be managed by its Board of Directors.

Section  2.   Number, Tenure and Qualifications.  The Board of Directors shall
consist of not less than three (3) nor more than twenty (20) directors in
number, the exact number of Directors to be fixed by a resolution to be
adopted  at  the annual meeting of stockholders or by a special meeting called
for that purpose.

At  each annual meeting, Directors shall be elected for a term of one year and
until  their successors shall have been elected and qualified.  Directors need
not be residents of the State of Minnesota.

Section  3.    Regular  Meetings.  A regular meeting of the Board of Directors
shall  be  held without other notice than this Bylaw immediately after, and at
the same place as, the annual meeting of stockholders.  The Board of Directors
may  provide,  by resolution, the time and place, either within or without the
State  of  Minnesota,  for  the holding of additional regular meetings without
other notice than such resolution.

Section  4.  Special Meetings.  Special meetings of the Board of Directors may
be called by or at the request of the Chief Executive Officer or any two
Directors.    The person or persons authorized to call special meetings of the
Board  of  Directors  may fix and place, either within or without the State of
Minnesota, as the place for holding any special meeting of the Board of
Directors called by them.

Section  5.   Notice.  Notice of any special meeting shall be given personally
or  by telephoning or telegraphing each Director a notice at least two days in
advance of the day when the meeting is to be held.  If notice be given by
telegram,  such  notice  shall  be deemed to be delivered when the telegram is
delivered  to the telegraph company.  Waiver of notice of any meeting shall be
in writing and may be given before or after a meeting.  A Director's
attendance at a meeting without protesting prior thereto or at its
commencement the lack of notice to him shall constitute waiver of such notice.


<PAGE>
Section 6.  Quorum.  A majority of the members of the entire Board of
Directors  shall  constitute  a quorum for the transaction of business, but if
less  than  such majority is present at a meeting, a majority of the Directors
present may adjourn the meeting from time to time without further notice.

Section 7.  Vacancies.  Any vacancy occurring on the Board of Directors may be
filled by the affirmative vote of a majority of the remaining Directors though
less  than  a  quorum of the Board of Directors.  A director elected to fill a
vacancy  shall  be a Director until his successor is elected for the unexpired
term at the next annual meeting of stockholders.

Section 8.  Committees.  The Board of Directors may, by resolution or
resolutions  passed  by  a  majority of the whole Board, designate one or more
committees,  in addition to the Executive Committee and the Finance Committee,
each  committee to consist of two or more of the Directors of the corporation,
which to the extent provided in said resolutions, or in the Bylaws, shall have
and  may  have  and  may exercise, the powers of the Board of Directors in the
management  of  the  business and affairs of the corporation, and may have the
power  to  authorize  the  seal of the corporation to be affixed to all papers
which  may  require  it.  Such committee or committees shall have such name or
names  as  may be stated in these Bylaws, or as may be determined from time to
time,  by resolutions adopted by the Board of Directors.  All committees shall
keep  regular  minutes of their proceedings.  Vacancies in any committee shall
be  filled  by the Board of Directors.  All such reports shall be rendered not
later  than  at  the second meeting of the Executive Committee or the Board of
Directors, as the case may be, next succeeding the action of any such
committee.  The committee shall fix its own rules of procedure, and shall meet
where and as provided by such rules, or by resolution of the Board of
Directors.

Section  9.    Retirement.  No person shall serve as a Director of the Company
beyond  the  meeting  of  the Board of Directors next following his seventieth
(70)  birthday.   At such meeting next following his seventieth birthday, such
Director shall submit his resignation from the Board of Directors, which
resignation shall be accepted by the Board of Directors.

Section  10.    General  Powers.  In addition to the powers and authorities by
these Bylaws expressly conferred upon it, the Board may exercise all such
powers of the corporation and do all such lawful acts and things as are not by
statute  or  by  the Articles of Incorporation, or by these Bylaws directed or
required to be exercised or done by the stockholders.

                            ARTICLE IV.  OFFICERS

Section  1.    Number.  The executive officers of the corporation shall be the
Chairman  of  the  Board  of Directors, the Chief Executive Officer, the Chief
Operating Officer, a President, one or more Divisional Presidents, Chief
Financial  Officer,  Executive  Vice  Presidents, Senior Vice Presidents, Vice
<PAGE>
President and Second Vice Presidents (the number of such Vice Presidents to be
determined by the Board of Directors), a Secretary, and a Treasurer.  The
Chairman  of the Board of Directors, the Chief Executive Officer and the Chief
Operating  Officer  shall  be  selected from among the members of the Board of
Directors.  At their discretion, the Board of Directors may decline to
designate  a Chairman of the Board of Directors.  Such other executive officer
as  may be deemed necessary may be elected by the Board of Directors.  Any two
or more officers may be held by the same person.

Section 2.  Election and Term of Office.  The executive officers of the
corporation  to be elected by the Board of Directors shall be elected annually
at  the first meeting of the Board of Directors held after each annual meeting
of  stockholders.   If the election of executive officers shall not be held at
such  meeting,  such election shall be held as soon thereafter as conveniently
may  be.    Each executive officer shall hold office until his successor shall
have been duly elected and qualified

Section  3.   Appointive Officer.  The Chief Executive Officer, subject to the
approval  of  the  Board  of Directors, may appoint one or more Assistant Vice
Presidents,  and  such  additional appointive officers as may be designated by
the Chief Executive Officer and approved by the Board.

Section 4.  Removal.  An executive officer may be removed either for or
without cause by a majority vote of the Board of Directors present at any
meeting of the Board.

Section  5.    Vacancies   A vacancy in any executive office because of death,
resignation, removal, disqualification or otherwise, may be filled by the
Board of Directors for the unexpired portion of the term.

Section  6.    Chairman  of the Board.  The Chairman of the Board of Directors
shall  preside  at  all  meetings of the Board of Directors, and shall perform
such  other  duties  as may be assigned to him by the Board.  In the event the
Board of Directors has not designated a Chairman of the Board of Directors, or
in  the event the Chairman of the Board of Directors is not present, the Chief
Executive Officer shall preside at any such meeting of the Board of Directors.

Section  7.    Chief  Executive Officer.  The Chief Executive Officer shall be
elected  from  among the members of the Board of Directors, and subject to the
control  of  the Board of Directors, shall have responsibility for the overall
operations of the corporation.  He shall, when present, preside at all
meetings  of the stockholders and, in general, carry out such duties as may be
prescribed by the Board of Directors from time to time.

Section  8.    Chief  Operating Officer.  The Chief Operating Officer shall be
elected  from  among the members of the Board of Directors and shall report to
the  Chief Executive Officer.  He shall have responsibility for the day-to-day

<PAGE>
operations  of  the  corporation and such other duties as may be prescribed by
the Chief Executive Officer or by the Board of Directors from time to time.

Section  9.  President.  The President shall be elected from among the members
of the Board of Directors.  In general , the President shall perform such
duties  as may be prescribed by the Chief Executive Officer or by the Board of
Directors from time to time.

Section  10.  Divisional President.  The Divisional President, or in the event
there  may  be  more than one Divisional President, the Divisional Presidents,
shall perform such duties as may be prescribed by the President, Chief
Executive  Officer,  or Board of Directors, but shall generally be responsible
for the management of one of the corporation's divisions.

Section  11.  Chief Financial Officer.  The Chief Financial Officer shall have
supervision  over  the  financial affairs of the corporation and shall perform
such other duties and have such other powers as may from time to time be
assigned by the President, Chief Executive Officer, or Board of Directors.

Section 12.  Executive Vice President.  The Executive Vice President or in the
event there be more than one Executive Vice President, the Executive Vice
Presidents, shall generally assist the President in the management of the
corporation.

Section 13.  Senior Vice Presidents, Vice Presidents and Second Vice
Presidents.  The Senior Presidents, Vice Presidents and Second Vice Presidents
shall  perform  such  duties as may be assigned to them by the Chief Executive
Officer, the Chief Operating Officer, or the Board of Directors.

Section 14.  Secretary.  The Secretary shall keep the minute books and seal of
the  corporation,  record  the minutes of the meetings of the stockholders and
the Board of Directors, and, in general, perform all duties and have all
powers  incident to the office of Secretary, and perform such other duties and
have  such  other  powers as from time to time may be assigned to him by these
Bylaws, or by the Board of Directors, or the Chief Executive Officer.

Section  15.  Treasurer.  The Treasurer shall have supervision over the funds,
securities,  receipts  and  disbursements of the corporation, and, in general,
perform  all  duties  and have all powers incident to the office of Treasurer,
and  perform such other duties and have such other powers as from time to time
may  be  assigned  to him by these Bylaws, or by the Board of Directors, or by
the Chief Executive Officer.

Section 16.  Compensation.  The executive officers and the appointive officers
shall receive such salary or compensation as may be determined by the Board of
Directors.    The Board of Directors may delegate to any executive officer the
power  to determine salaries or other compensation of any officer appointed in
accordance with Section 3 of ARTICLE IV.
<PAGE>
Section  17.   Surety Bonds.  In case the Board of Directors shall so require,
any  officer  or  agent  or the corporation shall execute to the corporation a
bond  in  such  sum and with such surety or sureties as the Board of Directors
may  direct,  conditioned  upon  the faithful performance of his duties to the
corporation, including responsibility for negligence and for the accounting of
all  property,  funds or securities of the corporation which may come into his
hands.

                       ARTICLE V.  EXECUTIVE COMMITTEE

The Board of Directors, by resolution adopted by a majority of the full Board,
may designate three or more of its members, of which Committee the Chief
Executive  Officer  shall  be a member, to constitute an Executive Committee. 
The  Board  of Directors shall designate a member of the Committee to serve as
Chairman of the Committee.  The designation of such Committee and the
delegation thereto of authority shall not operate to relieve the Board of
Directors,  or members thereof, of any responsibility imposed by law.  Between
meetings of the Board of Directors, it shall have, and may exercise all of the
authority of the Board with the exception of such limitations as may be
imposed by the Board or by the laws of the State of Minnesota.  All actions of
the Executive Committee shall be reported to the Board of Directors.  All such
reports  shall be rendered no later than at the second meeting of the Board of
Directors next succeeding such action of the Executive Committee.

                        ARTICLE VI.  FINANCE COMMITTEE

The Board of Directors, by resolution adopted by a majority of the full Board,
may designate three or more of its members, of whom the Chief Executive
Officer shall be one, to constitute a Finance Committee.  The Board of
Directors  may  also  elect from their number one or more alternate members of
the Finance Committee to serve at the meetings of the Committee in the absence
of any regular member or members, and, in case more than one alternate is
elected,  shall  designate  at  the time of election the priorities as between
them.  Vacancies in the Finance Committee shall be filled by the Board of
Directors.

The  Finance  Committee  shall exercise general control and supervision of the
financial  affairs  and  accounts  of the corporation.  It shall supervise all
investments  and  loans  of the company, including investments in real estate,
policy  loans,  real  estate mortgage loans and investments in housing company
securities.  Directly or through such regulations as it may establish, it
shall authorize or approve the making of all investments or loans and all
sales or such investments or loans.





<PAGE>
           ARTICLE VII.  CERTIFICATES FOR SHARE AND THEIR TRANSFER

Section  1.   Certificate for Shares.  Certificates representing shares of the
corporation shall be in such form as shall be determined by the Board of
Directors.    Such Certificates shall be signed by the Chief Executive Officer
and  by  the Secretary or an Assistant Secretary and sealed with the corporate
seal or facsimile thereof.  The signatures of such officers upon a certificate
may be facsimiles  if  the  certificate  is manually signed on behalf of the 
transfer agent and a registrar, other than the corporation itself or one of its
employees.  Each certificate for share shall be consecutively numbered or
otherwise  identified.   The name and address of the person to whom the shares
represented  thereby  are issued, with the number of shares and date of issue,
shall be entered on the stock transfer books of the corporation.  All
certificates  surrendered  to the corporation for transfer shall be canceled,
except  that  in  case of a lost, destroyed or mutilated certificate a new one
may  be  issued  therefore upon such terms and indemnity to the corporation as
the Board of Directors may prescribe.

In  the  event  any officer's signature or facsimile signature shall appear on
any certificate and such officer shall have ceased to be such officer prior to
the  issue  of such certificate, such certificate shall be a valid certificate
and may, nevertheless, be issued and delivered.

Section  2.   Transfer of Shares.  Transfer of shares of the corporation shall
be  made  only on the stock transfer books of the corporation by the holder of
record thereof or by his legal representative, who shall furnish proper
evidence  of authority to transfer, or by his attorney thereunto authorized by
power of attorney duly executed and filed with the secretary of the
corporation,  and  on  surrender  for cancellation of the certificate for such
shares.  The person in whose name shares stand on the books of the corporation
shall be deemed by the corporation to be the owner thereof for all purposes.

                   ARTICLE VIII.  EXECUTION OF INSTRUMENTS

All documents, instruments or writings of any nature shall be signed,
executed,  verified,  acknowledged  and  delivered by such officers, agents or
employees  of the corporation, or any one of them, and in such manner, as from
time to time may be determined by the Board of Directors.

                         ARTICLE IX.  DIVIDENDS

Dividends  shall  be declared and paid only out of funds available therefor at
such times and in such amounts as the Board of Directors may determine.





<PAGE>
                          ARTICLE X.  CORPORATE SEAL

The  seal  of  the corporation shall be in the form of a circle and shall bear
the name of the corporation and the words "Corporate Seal."

                         ARTICLE XI.  INDEMNIFICATION

Each person (and the heirs, executors, and administrators of such person) made
or  threatened  to be made a party to any action, civil or criminal, by reason
of  being  or  having been a Director, officer, or employee of the corporation
(or by reason of serving any other organization at the request of the
corporation)  shall  be indemnified to the extent permitted by the laws of the
State of Minnesota and in the manner prescribed therein.


                             BYLAWS CERTIFICATION

I, the undersigned, do hereby certify that I am the duly elected and qualified
Secretary and keeper of the records and corporate seal of Allianz Life
Insurance  Company of North America, a corporation organized under the laws of
the  State  of  Minnesota,  and that the foregoing is a full, true and correct
copy of the amended Bylaws, duly adopted at the Special Meeting of the
Stockholders  of  said  corporation,  convened and held in accordance with the
laws  and articles and bylaws of said corporation on the 12th day of February,
1993,  and  that  said  Bylaws supersede all Bylaws previously adopted for the
purpose stated and are in full force and effect.

                          /s/ ALAN A. GROVE
                          _________________
                          Alan A. Grove, Secretary
                          Allianz Life Insurance Company of North America

(Corporate Seal)



STATE OF MINNESOTA
County of Hennepin

Subscribed and sworn to before me, a Notary Public, in Minneapolis, Minnesota,
this 16th day of March, 1993.

                          /s/ TINA M. ERICKSON
                          ______________________________________
                          Notary Public
                          County of Hennepin, State of Minnesota    
<PAGE>


   Blazzard, Grodd & Hasenauer, P.C.
Suite 213, Oceanwalk Mall 
101 North Ocean Drive
Hollywood, FL 33019
(305)920-4864

October 25, 1995

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

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

Dear Sir or Madam:

You have requested our Opinion of Counsel in connection with the filing with
the Securities and Exchange Commission pursuant to the Securities Act of 1933,
as amended, of a Registration Statement on Form N-4 for the Individual Deferred
Variable Annuity Contracts to be issued by Allianz Life Insurance Company of
North America and its separate account, Allianz Life Variable Account B.

We are of the following opinions:

1.  Allianz Life Insurance Company of North America is a valid and existing
    stock life insurance company of the state of Minnesota.

2.  Allianz Life Variable Account B is a separate investment account of 
    Allianz Life Insurance Company of North America created and validly 
    existing pursuant to the Minnesota Insurance Laws and the Regulations
    thereunder.

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

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

<PAGE>
We consent to the reference to our Firm under the caption "Legal Opinions"
contained in the Statement of Additional Information which forms a part of the
Registration Statement.

Sincerely,

BLAZZARD, GRODD, & HASENAUER, P.C.

By:/S/ JUDITH A. HASENAUER
__________________________________   
       Judith A. Hasenauer    



































<PAGE>

<TABLE> <S> <C>

<ARTICLE> 6
<CIK> 0000836346
<NAME> ALLIANZ LIFE VARIABLE ACCOUNT B
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               JUN-30-1995
<INVESTMENTS-AT-COST>                        6,849,961
<INVESTMENTS-AT-VALUE>                       7,035,242
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                               7,035,242
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                        4,437
<TOTAL-LIABILITIES>                              4,437
<SENIOR-EQUITY>                              6,360,222
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                          480,238
<SHARES-COMMON-PRIOR>                          474,775
<ACCUMULATED-NII-CURRENT>                      370,843
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                        114,379
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                       185,361
<NET-ASSETS>                                 7,030,805
<DIVIDEND-INCOME>                              274,945
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                  46,560
<NET-INVESTMENT-INCOME>                        228,385
<REALIZED-GAINS-CURRENT>                        47,418
<APPREC-INCREASE-CURRENT>                      306,171
<NET-CHANGE-FROM-OPS>                          581,974
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                         32,040
<NUMBER-OF-SHARES-REDEEMED>                          0
<PAGE>
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                         648,801
<ACCUMULATED-NII-PRIOR>                        142,458
<ACCUMULATED-GAINS-PRIOR>                       66,961
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                           46,560
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                 46,560
<AVERAGE-NET-ASSETS>                         6,706,405
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                   .007
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

























<PAGE>

</TABLE>

   
KPMG Peat Marwick LLP
4200 Norwest Center          Telephone 612 305 5000     Telefax 612 305 5039
90 South Seventh Street
Minneapolis, MN  55402




                        Independent Auditors' Consent




The Board of Directors
Allianz Life Insurance Company of North America:


We  consent to the use of our report, dated January 20, 1995, on the financial
statements of Allianz Life Variable Account B and our report dated February 7,
1995, on the consolidated financial statements of Allianz Life Insurance
Company of North America and subsidiaries included herein and to the reference
to our Firm under the heading "EXPERTS".



                                              KPMG Peat Marwick LLP




Minneapolis, Minnesota
October 26, 1995    









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