ALLIANZ LIFE VARIABLE ACCOUNT B
485BPOS, 1996-11-06
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                                                            File Nos. 33-72046
                                                                     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.          4                       (X)

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940           ( )
            Amendment No.    25                                           (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)



     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 8, 1996 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 28, 1996.

                            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 5.   General Description of Registrant, Depositor,
          and Portfolio Companies. . . . . . . . . . . .  The Company; The
                                                          Variable Account;
                                                          Franklin Valuemark
                                                          Funds

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           Table of Contents of
          Additional Information. . . . . . . . . . . .   the Statement of
                                                          Additional Informa-
                                                          tion
</TABLE>
                        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.


                 ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
            Home Office:                            Valuemark Service Center:
            1750 Hennepin Avenue                    300 Berwyn Park
            Minneapolis, MN 55403-2195              P.O. Box 3031
            (800) 542-5427                          Berwyn, PA 19312-0031
                                                    (800) 624-0197
                           INDIVIDUAL FLEXIBLE PAYMENT
                           VARIABLE ANNUITY CONTRACTS
                                    issued by
                         ALLIANZ LIFE VARIABLE ACCOUNT B
                                       and
                 ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
                                   November 8, 1996
    

The Individual  Flexible Payment Variable  Annuity  Contracts (the  "Contracts")
described in this  Prospectus  provide for  accumulation  of Contract Values and
eventual payment of monthly annuity payments.  The Contracts are designed to aid
individuals in long-term  planning for retirement or other  long-term  purposes.
This is not appropriate as a trading vehicle.

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  Plans")  and for  retirement  plans  which do  qualify  for the
federal tax advantages  available  under the Internal  Revenue Code  ("Qualified
Plans").  (See "Tax Status - Qualified Plans.") However,  because of the minimum
purchase requirements,  these Contracts may not be appropriate for some periodic
payment retirement plans.

   
Purchase payments 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") or to the Company's Fixed Account. IN WASHINGTON, THE FIXED ACCOUNT IS
NOT AVAILABLE UNTIL APPROVED BY THE WASHINGTON INSURANCE DEPARTMENT.

The  Variable  Account  invests  in  shares of  Franklin  Valuemark  Funds  (the
"Trust").  The Trust is a series fund with twenty-three  Funds: the Money Market
Fund, the High Income Fund,  the Templeton  Global Income  Securities  Fund, The
U.S. Government Securities Fund, the Zero Coupon Funds-2000,  2005 and 2010, the
Growth and Income Fund, the Income Securities Fund, the Mutual Shares Securities
Fund, the Real Estate  Securities Fund, the Rising Dividends Fund, the Templeton
Global Asset  Allocation Fund, the Utility Equity Fund, the Capital Growth Fund,
the Mutual  Discovery  Securities  Fund, the Precious Metals Fund, the Small Cap
Fund, the Templeton  Developing Markets Equity Fund, the Templeton Global Growth
Fund,  the Templeton  International  Equity Fund,  the  Templeton  International
Smaller  Companies Fund and the Templeton  Pacific Growth Fund.  Prior to May 1,
1996 the Templeton Global Income  Securities Fund was known as the Global Income
Fund. See "Highlights" and "Tax Status" for a discussion of owner control of the
underlying investments in a variable annuity contract. IN CALIFORNIA, THE MUTUAL
SHARES  SECURITIES  FUND  AND  THE  MUTUAL  DISCOVERY  SECURITIES  FUND  ARE NOT
AVAILABLE  UNTIL APPROVED BY THE CALIFORNIA  INSURANCE  DEPARTMENT.  (CHECK WITH
YOUR AGENT REGARDING AVAILABILITY.)
    


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  CONTRACTS IS SUBJECT TO RISK THAT MAY CAUSE THE VALUE OF THE
CONTRACT   OWNER'S   INVESTMENT  TO  FLUCTUATE,   AND  WHEN  THE  CONTRACTS  ARE
SURRENDERED, THE VALUE MAY BE HIGHER OR LOWER THAN THE PURCHASE PAYMENTS.

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 Home Office address shown above.

INQUIRIES:  Any  inquiries can be made by telephone or in writing to the Company
at the Home 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.

   
This  Prospectus and the Statement of Additional  Information are dated November
8, 1996, and may be amended from time to time.
    

This Prospectus should be kept for future reference.

In the State of  Oregon,  all  references  to  Franklin  Valuemark  III refer to
Valuemark III.

Contents                                            Page

   
DEFINITIONS......................................     3
HIGHLIGHTS.......................................     4
FEE TABLE........................................     6
CONDENSED FINANCIAL
 INFORMATION.....................................    10
THE COMPANY......................................    12
THE VARIABLE ACCOUNT.............................    12
FRANKLIN VALUEMARK FUNDS.........................    12
 General.........................................    13
 Substitution of Securities......................    13
 Voting Rights...................................    13
CHARGES AND DEDUCTIONS...........................    14
 Deduction for Contingent Deferred
  Sales Charge (Sales Load)......................    14
 Reduction or Elimination of Contingent
  Deferred Sales Charge..........................    14
 Deduction for Mortality and
  Expense Risk Charge............................    15
 Deduction for Administrative
  Expense Charge.................................    15
 Deduction for Contract
  Maintenance Charge.............................    15
 Deduction for Premium Taxes.....................    16
 Deduction for Income Taxes......................    16
 Deduction for Trust Expenses....................    16
 Deduction for Transfer Fee......................    16
THE CONTRACTS....................................    16
 Ownership.......................................    16
 Assignment......................................    17
 Beneficiary.....................................    17
 Change of Beneficiary...........................    17
 Annuitant.......................................    17
 Death of the Contract Owner
  Before the Income Date.........................    17
 Death of the Annuitant Prior
  to the Income Date ............................    18
 Death of the Annuitant After
  the Income Date................................    18
ANNUITY PROVISIONS...............................    18
 Income Date.....................................    18
 Change in Income Date and
  Annuity Option.................................    18
 Annuity Options.................................    19
 Annuity Units...................................    19
PURCHASE PAYMENTS AND
 CONTRACT VALUE .................................    20
 Purchase Payments ..............................    20
 Allocation of Purchase Payments.................    20
 Transfer of Contract Values ....................    21
 Dollar Cost Averaging ..........................    21
 Automatic Investment Plan ......................    22
 Contract Value..................................    22
 Accumulation Unit...............................    22
DISTRIBUTOR......................................    23
SURRENDERS.......................................    23
 Systematic Withdrawal...........................    24
 Delay of Payments...............................    24
ADMINISTRATION OF THE CONTRACTS................      24
PERFORMANCE DATA ................................    24
 Money Market Sub-Account........................    24
 Other Sub-Accounts..............................    25
 Performance Ranking.............................    25
TAX STATUS.......................................    26
 General.........................................    26
 Diversification.................................    26
 Multiple Contracts..............................    27
 Contracts Owned by Other than
  Natural Persons................................    27
 Tax Treatment of Assignments....................    27
 Income Tax Withholding..........................    27
 Tax Treatment of Withdrawals -
  Non-Qualified Contracts........................    28
 Qualified Plans.................................    28
 Tax Treatment of Withdrawals -
  Qualified Contracts............................    29
 Tax-Sheltered Annuities -
  Withdrawal Limitations.........................    30
FINANCIAL STATEMENTS ............................    30
LEGAL PROCEEDINGS................................    30
APPENDIX - PERFORMANCE
 INFORMATION OF SELECTED
 PUBLIC FUNDS....................................    30
TABLE OF CONTENTS
 OF THE STATEMENT OF
 ADDITIONAL INFORMATION .........................    32
    

Definitions
- --------------------------------------------------------------------------------

Accumulation Unit - An accounting unit of measure used to calculate the Contract
Value prior to the Income Date.

Annuitant  - The person  upon whose  continuation  of life any  annuity  payment
involving life contingencies  depends.  The Annuitant may be changed at any time
prior to the Income Date unless the Contract Owner is not a natural person.

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

Annuity Period - The period starting on the Income Date.

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

Company - Allianz  Life  Insurance  Company of North  America  at its  Valuemark
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(s)  who own the Contract as named in the Company's
records as the owner or Joint Owner.  If Joint Owners are named,  all references
to Contract Owner shall mean the Joint Owners.

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

Contract Year - Any period of twelve (12) months  commencing  with the Effective
Date and each Contract Anniversary thereafter.

Effective Date - The date on which the first Contract Year begins.

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

Fixed Account - The Company's general  investment account which contains all the
assets of the  Company  with the  exception  of the  Variable  Account and other
segregated asset accounts.

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 commence.

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 rights
and must  both  authorize  any  exercising  of  those  ownership  rights  unless
otherwise  allowed  by the  Company.  Any Joint  Owner must be the spouse of the
other Joint Owner (except in Pennsylvania).

   
Non-Qualified  Contracts - 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 of 1986, as amended (the "Code").

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

Sub-Account - A segment of the Variable Account. Each Sub-Account is invested in
shares of a Fund of an Eligible Investment.

Surrender Value - The Contract Value for the Valuation Period next following the
Valuation  Period during which the written  request to the Company for surrender
is  received,  reduced  by the sum of:  (i) any  applicable  premium  taxes  not
previously deducted;  (ii) any applicable Contract Maintenance Charge; and (iii)
any applicable Contingent Deferred Sales Charge.

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 commencing 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, into which purchase payments may be allocated.


Highlights
- --------------------------------------------------------------------------------


   
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") or
to the  Company's  Fixed  Account.  IN  WASHINGTON,  THE  FIXED  ACCOUNT  IS NOT
AVAILABLE UNTIL APPROVED BY THE WASHINGTON INSURANCE DEPARTMENT.

The  Variable  Account  invests  in  shares of  Franklin  Valuemark  Funds  (the
"Trust").  (See "Franklin  Valuemark  Funds.") IN CALIFORNIA,  THE MUTUAL SHARES
SECURITIES FUND AND THE MUTUAL DISCOVERY SECURITIES FUND ARE NOT AVAILABLE UNTIL
APPROVED  BY  THE  CALIFORNIA  INSURANCE  DEPARTMENT.  (CHECK  WITH  YOUR  AGENT
REGARDING  AVAILABILITY.)  CONTRACT  OWNERS  BEAR  THE  INVESTMENT  RISK FOR ALL
AMOUNTS ALLOCATED TO THE VARIABLE ACCOUNT.
    

The  Contract may be returned  within 10 days (or for a longer  period in states
where required) after it is received ("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 Contract  Value in states where
permitted.  This may be more or less than the purchase payments. In states where
required  and  where  the  Contract  is  purchased  pursuant  to  an  Individual
Retirement Annuity, the Company will promptly refund the purchase payments, less
any withdrawals. The Company has reserved the right to allocate initial purchase
payments to the Money Market  Sub-Account  (except those  allocated to the Fixed
Account)  until the expiration of the Free-Look  Period.  If the Company does so
allocate the initial purchase payment to the Money Market  Sub-Account,  it will
refund the  greater  of the  purchase  payments,  less any  withdrawals,  or the
Contract Value. It is the Company's  current  practice to directly  allocate the
initial  purchase  payment to the  Sub-Accounts  and/or to the Fixed  Account as
selected by the Contract Owner.

A Contingent  Deferred Sales Charge (sales load) may be deducted in the event of
a surrender.  The  Contingent  Deferred Sales Charge is imposed on surrenders of
purchase  payments  within five (5) years  after  their  being  made.  Once each
Contract  Year,  Contract  Owners may  surrender up to fifteen  percent (15%) of
purchase payments paid less any prior surrenders  without incurring a Contingent
Deferred Sales Charge.  If no withdrawal is made during a Contract Year, the 15%
is  cumulative  into future  years.  If less than 15% is withdrawn in a Contract
Year, the remaining  percentage is not available in future years. The Contingent
Deferred  Sales Charge will vary in amount,  depending upon the Contract Year in
which the purchase  payment being  surrendered  was made. The Company  currently
makes available a systematic withdrawal plan which allows for additional options
in some instances.  (See "Surrenders - Systematic  Withdrawal.")  The Contingent
Deferred  Sales  Charge  is  found  in the Fee  Table.  See  also  "Charges  and
Deductions - Deduction for  Contingent  Deferred Sales Charge (Sales Load)." The
maximum  Contingent  Deferred  Sales  Charge  is 6% of  purchase  payments.  For
purposes of  determining  the  applicability  of the  Contingent  Deferred Sales
Charge, surrenders are deemed to be on a first-in, first-out basis.

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
Contract and the Variable Account.  (See "Charges and Deductions - Deduction for
Administrative Expense Charge.")

There is an annual Contract  Maintenance  Charge of $30 each Contract Year. (See
"Charges and Deductions - Deduction for Contract Maintenance Charge.")

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

Under certain circumstances there may be assessed a transfer fee when a Contract
Owner transfers  Contract  Values.  (See "Charges and Deductions - Deduction for
Transfer Fee.")

There is a ten percent (10%)  federal  income tax penalty that may be applied to
the income portion of any distribution from the Contracts.  However, the penalty
is not imposed under certain circumstances.  (See "Tax Status - Tax Treatment of
Withdrawals  -  Non-Qualified  Contracts"  and "Tax  Treatment of  Withdrawals -
Qualified  Contracts.")  For  a  further  discussion  of  the  taxation  of  the
Contracts, see "Tax Status."

Withdrawals of amounts  attributable to contributions  made pursuant to a salary
reduction  agreement (as defined in Section  403(b)(11) of the Code) are limited
to  circumstances  only when the  Contract  Owner:  (1) attains  age 591/2;  (2)
separates from service;  (3) dies; (4) becomes  disabled  (within the meaning of
Section  72(m)(7)  of  the  Code);  or (5) in the  case  of  hardship.  However,
withdrawals  for hardship are restricted to the portion of the Contract  Owner's
Contract  Value which  represents  contributions  made by the Contract Owner and
does not include any investment  results.  The limitations on withdrawals became
effective   on  January  1,  1989  and  only  apply  to  (i)  salary   reduction
contributions made after December 31, 1988; (ii) to income  attributable to such
contributions;  and  (iii)  to  amounts  held  as  of  December  31,  1988.  The
limitations on withdrawals do not affect rollovers or transfers  between certain
Qualified  Plans.  Contract Owners should consult their own tax counsel or other
tax adviser regarding distributions.  (See "Tax Status - Tax Sheltered Annuities
Withdrawal Limitations.")

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
investment underlying the contract.  The issuance of such guidelines may require
the Company to impose  limitations  on a Contract  Owner's  right to control the
investment. It is not known whether any such guidelines would have a retroactive
effect (see "Tax Status - Diversification").

The Company offers other deferred variable annuity contracts but does not permit
exchange of those contracts for the Contracts offered by this Prospectus.

Because of certain exemptive and exclusionary provisions, interests in the Fixed
Account  are not  registered  under  the  Securities  Act of 1933 and the  Fixed
Account is not registered as an investment  company under the Investment Company
Act of  1940,  as  amended.  Accordingly,  neither  the  Fixed  Account  nor any
interests  therein are subject to the  provisions of these Acts, and the Company
has been advised that the staff of the  Securities  and Exchange  Commission has
not reviewed the  disclosures in the  Prospectus  relating to the Fixed Account.
Disclosures  regarding  the Fixed  Account may,  however,  be subject to certain
generally  applicable  provisions of the federal securities laws relating to the
accuracy and completeness of statements made in prospectuses.



<PAGE>


<TABLE>
Allianz Life Variable Account B Fee Table*
Contract Owner Transaction Fees
Contingent Deferred Sales Charge**
(as a percentage of purchase payments)
<CAPTION>
                                                Years Since
                                                  Payment   Charge
                                                  -------    -----
<S>                                                 <C>       <C>
                                                    0-1       6%
                                                    1-2       5%
                                                    2-3       4%
                                                    3-4       3%
                                                    4-5       1.5%
                                                    5+        0
</TABLE>
Current Transfer Fee***.............. First 12 transfers in a Contract  Year are
                                      free. Thereafter, the fee is $25 (or 2% of
                                      the  amount  transferred,  if less).  Pre-
                                      scheduled  automatic dollar cost averaging
                                      transfers are not counted.

Contract Maintenance  Charge......... $30 per Contract  per year
(Prior to the Income Date the charge
is waived for Contracts having
Contract Values or purchase payments
less withdrawals of $100,000 or more.)

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%


   
*Applies to all Sub-Accounts of the Variable Account.
**Once each Contract Year, a Contract Owner may surrender up to fifteen  percent
(15%) of purchase  payments paid less any prior surrenders  without  incurring a
Contingent  Deferred  Sales  Charge.  If no withdrawal is made during a Contract
Year, the 15% is cumulative  into future years. If less than 15% is withdrawn in
a Contract Year, the remaining  percentage is not available in future years. See
also  "Surrenders  -  Systematic  Withdrawal"  for  additional  options.
***The  Contract  provides that if more than three transfers have been made in a
Contract  Year,  the Company  reserves  the right to deduct a transfer fee which
shall not exceed the lesser of $25 or 2% of the amount transferred.
    


<PAGE>


<TABLE>
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 "Management and Fund Administration  Fees" below include investment advisory and other  management and  administrative
fees not included as "Other Expenses" that were paid to the Managers and Fund Administrators to the Trust for the 1995
calendar  year  except for Funds with fee  waivers/expense  reductions  or newer Funds without a full year of operations 
as of December 31, 1995 (see explanatory footnotes  below).  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. 
<CAPTION>

                                                                                  Management
                                                                                   and Fund         Other   Total Annual
                                                                             Administration Fees1 Expenses    Expenses
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                  <C>            <C>         <C>
Money Market Fund2..........................................................         .51%           .02%        .53%
Growth and Income Fund......................................................         .49%           .03%        .52%
Precious Metals Fund........................................................         .61%           .05%        .66%
Real Estate Securities Fund.................................................         .56%           .03%        .59%
Utility Equity Fund.........................................................         .47%           .03%        .50%
High Income Fund............................................................         .53%           .03%        .56%
Templeton Global Income Securities Fund3....................................         .55%           .09%        .64%
Income Securities Fund......................................................         .47%           .04%        .51%
The U.S. Government Securities Fund.........................................         .49%           .03%        .52%
Zero Coupon Fund-20004......................................................         .37%           .03%        .40%
Zero Coupon Fund-20054......................................................         .37%           .03%        .40%
Zero Coupon Fund-20104......................................................         .37%           .03%        .40%
Rising Dividends Fund.......................................................         .75%           .03%        .78%
Templeton International Equity Fund.........................................         .83%           .09%        .92%
Templeton Pacific Growth Fund...............................................         .90%           .11%       1.01%
Templeton Global Growth Fund................................................         .93%           .04%        .97%
Templeton Developing Markets Equity Fund....................................        1.25%           .16%       1.41%
Templeton Global Asset Allocation Fund5.....................................         .80%           .10%        .90%
Small Cap Fund6.............................................................         .75%           .15%        .90%
Templeton International Smaller Companies Fund7.............................        1.00%           .10%       1.10%
Capital Growth Fund7........................................................         .75%           .04%        .79%
Mutual Discovery Securities Fund8...........................................         .95%           .10%       1.05%
Mutual Shares Securities Fund8..............................................         .75%           .10%        .85%
<FN>
1 The Fund  Administration Fee is a direct expense for the Templeton Global Asset Allocation Fund, the Templeton  International 
Smaller Companies Fund, the MutualDiscovery Securities Fund and the Mutual Shares Securities Fund; other Funds payfor similar 
services  indirectly through the Management Fee. See "Management" in the Trust  Prospectus  for further  information  regarding 
Management  and Fund Administration  Fees.  
2 Franklin  Advisers,  Inc.  agreed in  advance to waive a portion of its Management Fee and to make certain payments to reduce
expenses of the Money Market Fund during 1995 and is currently  continuing this  arrangement in 1996.  This  arrangement  may be 
terminated at any time. With this reduction, actual  Management  Fees and Total Annual  Expenses of the Money Market Fund for
1995 were 0.38% and 0.40%,  respectively  of the average daily net assets of the Fund.  
3 Prior to May 1, 1996, the Templeton  Global Income  Securities  Fund was known as the Global Income Fund.
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 to make certain  payments to reduce  expenses of the three Zero Coupon
Funds through at least December 31, 1996 such that the  aggregate  expenses of 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, 1995,  the Total Annual  Expenses and Management and Fund 
Administration  Fees respectively would have been as follows:  Zero Coupon Fund - 2000,  .63% and .60%;  Zero Coupon Fund - 2005,
 .66% and .63%;  and Zero Coupon Fund - 2010, .66% and .63%. 
5 The Templeton  Global Asset  Allocation Fund commenced operations May 1, 1995. The expenses shown are estimated expenses for
the Fund for 1996.  
6 The Small Cap Fund commenced  operations  November 1, 1995.The expenses shown are estimated  expenses for the Fund for 1996.
7 The Templeton International  Smaller  Companies  Fund and the Capital  Growth  Fund  commenced operations May 1, 1996. 
The expenses shown are estimated  expenses for the Funds for 1996.
8 The Mutual Discovery Securities Fund and the Mutual Shares Securities Fund  have not yet  commenced  operations.  The  
expenses  shown  are  estimated expenses for the Funds for 1996.
</FN> 
</TABLE>
    


<TABLE>
   
The following  Tables reflect expenses of the Variable Account as well as of the Trust. The dollar figures should not be 
considered a  representation  of past or future  expenses.  Actual expenses may be greater or less than those shown.  The
$30 Contract Maintenance Charge is included in the Examples as a prorated chargeof $1 based on a Contract account size of
$30,000.  For additional  information, see "Charges and  Deductions" in this  Prospectus and  "Management" in the Trust
Prospectus.  Premium  taxes are not  reflected in the Tables.  Premium taxes may apply.  Examples  If  the  Contract  is
fully  surrendered  at  the  end of the applicable time period and no prior surrenders have occurred, the Contract Owner
would have incurred the following expenses on a $1,000 investment, assuming a 5% annual return on assets compounded 
semi-annually:
<CAPTION>
                                                                                   1 Year    3 Years   5 Years  10 Years
                                                                                    ----      -----     -----     -----
<S>                                                                                  <C>       <C>      <C>       <C>
Money Market Fund..............................................................      $72       $ 89     $125      $292
Growth and Income Fund.........................................................      $72       $ 89     $124      $291
Precious Metals Fund...........................................................      $73       $ 93     $132      $310
Real Estate Securities Fund....................................................      $72       $ 91     $128      $300
Utility Equity Fund............................................................      $71       $ 88     $123      $288
High Income Fund...............................................................      $72       $ 90     $126      $296
Templeton Global Income Securities Fund........................................      $73       $ 93     $131      $307
Income Securities Fund.........................................................      $71       $ 88     $123      $290
The U.S. Government Securities Fund............................................      $72       $ 89     $124      $291
Zero Coupon Fund-2000+.........................................................      $70       $ 85     $117      $275
Zero Coupon Fund-2005+.........................................................      $70       $ 85     $117      $275
Zero Coupon Fund-2010+.........................................................      $70       $ 85     $117      $275
Rising Dividends Fund..........................................................      $74       $ 97     $139      $325
Templeton International Equity Fund............................................      $76       $102     $147      $344
Templeton Pacific Growth Fund..................................................      $77       $104     $152      $355
Templeton Global Growth Fund...................................................      $76       $103     $150      $350
Templeton Developing Markets Equity Fund.......................................      $81       $117     $174      $405
Templeton Global Asset Allocation Fund*........................................      $75       $101     $146      $341
Small Cap Fund*................................................................      $75       $101     $146      $341
Templeton International Smaller Companies Fund*................................      $77       $107     $157      $367
Capital Growth Fund*...........................................................      $74       $ 97     $139      $327
Mutual Discovery Securities Fund*..............................................      $77       $106     $154      $360
Mutual Shares Securities Fund*.................................................      $75        $99     $143      $335
<FN>
*Estimated
+Calculated with waiver of fees and reimbursement of expenses
</FN>
</TABLE>
    


<PAGE>


<TABLE>
   
If the Contract is not  surrendered at the end of the applicable time period and no prior  surrenders  have occurred or
is  annuitized,  the Contract Owner would have  incurred  the  following  expenses on a $1,000  investment,  assuming a
5% annual return on assets compounded semi-annually:
<CAPTION>
                                                                                   1 Year    3 Years   5 Years  10 Years
                                                                                    ----      -----     -----     -----
<S>                                                                                  <C>        <C>     <C>       <C>
Money Market Fund..............................................................      $21        $67     $121      $292
Growth and Income Fund.........................................................      $21        $67     $120      $291
Precious Metals Fund...........................................................      $22        $71     $128      $310
Real Estate Securities Fund....................................................      $21        $69     $124      $300
Utility Equity Fund............................................................      $20        $66     $119      $288
High Income Fund...............................................................      $21        $68     $122      $296
Templeton Global Income Securities Fund........................................      $22        $71     $127      $307
Income Securities Fund.........................................................      $20        $66     $119      $290
The U.S. Government Securities Fund............................................      $21        $67     $120      $291
Zero Coupon Fund-2000+.........................................................      $19        $63     $113      $275
Zero Coupon Fund-2005+.........................................................      $19        $63     $113      $275
Zero Coupon Fund-2010+.........................................................      $19        $63     $113      $275
Rising Dividends Fund..........................................................      $23        $75     $135      $325
Templeton International Equity Fund............................................      $25        $80     $143      $344
Templeton Pacific Growth Fund..................................................      $26        $82     $148      $355
Templeton Global Growth Fund...................................................      $25        $81     $146      $350
Templeton Developing Markets Equity Fund.......................................      $30        $95     $170      $405
Templeton Global Asset Allocation Fund*........................................      $24        $79     $142      $341
Small Cap Fund*................................................................      $24        $79     $142      $341
Templeton International Smaller Companies Fund*................................      $26        $85     $153      $367
Capital Growth Fund*...........................................................      $23        $75     $135      $327
Mutual Discovery Securities Fund*..............................................      $26        $84     $150      $360
Mutual Shares Securities Fund*.................................................      $24        $77     $139      $335
<FN>
*Estimated
+Calculated with waiver of fees and reimbursement of other expenses
</FN>
</TABLE>
    


<PAGE>


<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
accumulation  unit information  about the financial  history of each Sub-Account from the inception of each to 
June 30, 1996.+ 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.
<CAPTION>
                                       Period       Year       Year      Year      Year       Year     Year   Period from
(Number of units in thousands)          Ended       Ended      Ended     Ended     Ended      Ended    Ended Inception to
                                      June 30,    Dec. 31,   Dec. 31,  Dec. 31,  Dec. 31,   Dec. 31, Dec. 31,  Dec. 31,
Sub-Accounts:                           1996        1995       1994      1993      1992       1991     1990      1989
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>        <C>        <C>       <C>        <C>       <C>      <C>        <C>
Money Market
Unit value at beginning of period..    $12.883    $12.354    $12.066   $11.932    $11.742   $11.288  $10.637    $10.000
Unit value at end of period........    $13.116    $12.883    $12.354   $12.066    $11.932   $11.742  $11.288    $10.637
Number of units outstanding
 at end of period..................     30,373     31,040     39,437    10,247      6,951     5,682    5,768      1,199
Growth and Income
Unit value at beginning of period..    $17.310    $13.215    $13.677   $12.574    $11.949    $9.803  $10.180    $10.000
Unit value at end of period........    $18.142    $17.310    $13.215   $13.677    $12.574   $11.949   $9.803    $10.180
Number of units outstanding 
 at end of period..................     49,475     46,893     35,695    24,719     17,144     9,671    5,356      1,662
Precious Metals
Unit value at beginning of period..    $14.109    $13.979    $14.464    $9.424    $10.635   $10.387  $12.247    $10.000
Unit value at end of period........    $15.213    $14.109    $13.979   $14.464     $9.424   $10.635  $10.387    $12.247
Number of units outstanding
 at end of period..................      7,430      6,919      8,285     4,685      1,419       833    1,015        167
High Income
Unit value at beginning of period..    $17.252    $14.608    $15.155   $13.278    $11.583    $9.026  $10.021    $10.000
Unit value at end of period........    $17.777    $17.252    $14.608   $15.155    $13.278   $11.583   $9.026    $10.021
Number of units outstanding
 at end of period..................     18,578     18,756     15,679    11,787      4,780     1,923    1,056        612
Real Estate Securities
Unit value at beginning of period..    $18.073    $15.594    $15.369   $13.095    $11.848    $9.000  $10.368    $10.000
Unit value at end of period........    $19.235    $18.073    $15.594   $15.369    $13.095   $11.848   $9.000    $10.368
Number of units outstanding
 at end of period..................     11,340     10,998     11,645     5,589      1,052       394      200         57
The U.S. Government Securities
Unit value at beginning of period..    $16.298    $13.835    $14.698   $13.586    $12.798   $11.199  $10.427    $10.000
Unit value at end of period........    $15.948    $16.298    $13.835   $14.698    $13.586   $12.798  $11.199    $10.427
Number of units outstanding
 at end of period..................     31,853     34,313     36,490    40,402     25,054    14,426    5,450      1,102
Utility Equity
Unit value at beginning of period..    $19.565    $15.104    $17.319   $15.889    $14.821   $12.062  $12.010    $10.000
Unit value at end of period........    $20.287    $19.565    $15.104   $17.319    $15.88    $14.821  $12.062    $12.010
Number of units outstanding
 at end of period..................     59,785     66,669     70,082    84,217     39,387    16,188    6,300      1,173
Zero Coupon - 2000
Unit value at beginning of period..    $18.294    $15.373    $16.717   $14.595    $13.570   $11.446  $10.961    $10.000
Unit value at end of period........    $17.786    $18.294    $15.373   $16.717    $14.595   $13.570  $11.446    $10.961
Number of units outstanding
 at end of period..................      5,933      6,066      4,953     3,787      2,886     2,012    1,041        162
Zero Coupon - 2005
Unit value at beginning of period..    $20.914    $16.096    $18.050   $14.975    $13.705   $11.545  $11.406    $10.000
Unit value at end of period........    $19.387    $20.914    $16.096   $18.050    $14.975   $13.705  $11.545    $11.406
Number of units outstanding
 at end of period..................      3,624      3,504      2,780     2,020      1,090       795      406         86
Zero Coupon - 2010
Unit value at beginning of period..    $22.431    $15.930    $18.144   $14.670    $13.482   $11.390  $11.486    $10.000
Unit value at end of period........    $19.907    $22.431    $15.930   $18.144    $14.670   $13.482  $11.390    $11.486
Number of units outstanding
 at end of period..................      3,512      3,437      2,589     1,405        849     1,150      581        194
</TABLE>
    

<TABLE>
<CAPTION>
   
                                       Period       Year       Year      Year      Year       Year     Year   Period from
(Number of units in thousands)          Ended       Ended      Ended     Ended     Ended      Ended    Ended  Inception to
                                      June 30,    Dec. 31,   Dec. 31,  Dec. 31,  Dec. 31,   Dec. 31, Dec. 31,  Dec. 31,
Sub-Accounts:                           1996        1995       1994      1993      1992       1991     1990      1989
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>         <C>        <C>       <C>        <C>       <C>      <C>        <C>

Templeton Global Income Securities *
Unit value at beginning of period..    $15.522    $13.726    $14.650   $12.733    $12.962   $11.706  $10.813    $10.000
Unit value at end of period........    $15.610    $15.522    $13.726   $14.650    $12.733   $12.962  $11.706    $10.813
Number of units outstanding
 at end of period..................     12,866     14,181     16,855    13,054      5,487     2,979    1,322        278
Income Securities
Unit value at beginning of period..    $19.785    $16.392    $17.734   $15.163    $13.580    $9.842  $10.783    $10.000
Unit value at end of period........    $20.441    $19.785    $16.392   $17.734    $15.163   $13.580   $9.842    $10.783
Number of units outstanding
 at end of period..................     59,368     59,309     56,569    38,967     11,397     4,472    3,011      1,508
Templeton Pacific Growth
Unit value at beginning of period..    $13.630    $12.802    $14.233    $9.761    $10.000**      NA       NA         NA
Unit value at end of period........    $15.181    $13.630    $12.802   $14.233     $9.761        NA       NA         NA
Number of units outstanding
 at end of period..................     23,821     22,483     27,231    14,240        534        NA       NA         NA
Rising Dividends
Unit value at beginning of period..    $12.498     $9.769    $10.327   $10.848    $10.000**      NA       NA         NA
Unit value at end of period........    $13.311    $12.498     $9.76    $10.327    $10.848        NA       NA         NA
Number of units outstanding
 at end of period.......................34,564     33,789     28,778    26,256      8,388        NA       NA         NA
Templeton International Equity
Unit value at beginning of period..    $13.263    $12.161    $12.226    $9.642    $10.000**      NA       NA         NA
Unit value at end of period........    $14.792    $13.263    $12.161   $12.226     $9.642        NA       NA         NA
Number of units outstanding
 at end of period..................     63,438     59,883     60,464    24,026      1,329        NA       NA         NA
Templeton Developing Markets Equity
Unit value at beginning of period..     $9.582     $9.454    $10.000**      NA         NA        NA       NA         NA
Unit value at end of period........    $11.030     $9.582     $9.454        NA         NA        NA       NA         NA
Number of units outstanding
 at end of period..................     21,734     15,618      9,774        NA         NA        NA       NA         NA
Templeton Global Growth
Unit value at beginning of period..    $11.339    $10.201    $10.000**      NA         NA        NA       NA         NA
Unit value at end of period........    $12.479    $11.339    $10.201        NA         NA        NA       NA         NA
Number of units outstanding
 at end of period..................     36,185     28,309     14,637        NA         NA        NA       NA         NA
Templeton Global Asset Allocation
Unit value at beginning of period..    $10.591    $10.000**       NA        NA         NA        NA       NA         NA
Unit value at end of period........    $11.382    $10.591         NA        NA         NA        NA       NA         NA
Number of units outstanding
 at end of period..................      2,817      1,338         NA        NA         NA        NA       NA         NA
Small Cap
Unit value at beginning of period..    $10.146    $10.000**       NA        NA         NA        NA       NA         NA
Unit value at end of period........    $11.971    $10.146         NA        NA         NA        NA       NA         NA
Number of units outstanding
 at end of period..................      8,256      1,302         NA        NA         NA        NA       NA         NA
Templeton International
 Smaller Companies
Unit value at beginning of period..    $10.000**       NA         NA        NA         NA        NA       NA         NA
Unit value at end of period........    $10.307         NA         NA        NA         NA        NA       NA         NA
Number of units outstanding
 at end of period..................        521         NA         NA        NA         NA        NA       NA         NA
Capital Growth  
Unit value at beginning of period..    $10.000**       NA         NA        NA         NA        NA       NA         NA
Unit value at end of period........    $10.157         NA         NA        NA         NA        NA       NA         NA
Number of units outstanding
 at end of period..................        478         NA         NA        NA         NA        NA       NA         NA
    
<FN>
+As of June 30, 1996, the Mutual Discovery Securities Sub-Account and the Mutual Shares Securities Sub-Account had not yet 
 commenced operations.
*Prior to May 1, 1996, the Templeton Global Income Securities Sub-Account was known as the Global Income Sub-Account.
**Unit Value at inception was $10.00.
</FN>
</TABLE>


   
Accumulation  Unit  Value at the  inception  was  $10.00  for each  Sub-Account.
Inception  was  1/24/89  for the  Growth and  Income,  Templeton  Global  Income
Securities,  High  Income,  Income  Securities,  Precious  Metals,  Real  Estate
Securities,  Utility Equity and Money Market Sub-Accounts;  3/13/89 for The U.S.
Government  Securities and the three Zero Coupon  Sub-Accounts;  1/24/92 for the
Rising Dividends,  Templeton  International  Equity and Templeton Pacific Growth
Sub-Accounts;  3/15/94 for the Templeton Global Growth and Templeton  Developing
Markets Equity  Sub-Accounts;  5/1/95 for the Templeton  Global Asset Allocation
Sub-Account;  11/1/95  for the Small Cap  Sub-Account;  and  5/1/96  for the the
Templeton  International Smaller Companies and Capital Growth Sub-Accounts.  The
Mutual Shares  Securities and Mutual Discovery  Securities  Sub-Accounts had not
yet commenced operations as of 6/30/96.
    

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.
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.  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 Contracts is provided at the Company's  Valuemark Service
Center: 300 Berwyn Park, P.O. Box 3031, Berwyn,  Pennsylvania 19312-0031,  (800)
624-0197.


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 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-three Funds available under Franklin Valuemark Funds.


Franklin Valuemark Funds
- --------------------------------------------------------------------------------

   
Each of the twenty-three Sub-Accounts of the Variable Account is invested solely
in the shares of one of the Funds of Franklin  Valuemark  Funds  ("Trust").  The
Trust is an open-end  management  investment  company  registered under the 1940
Act. The investment  objectives of each Fund and a discussion of potential risks
are found in the accompanying  prospectus for the Trust,  which is included with
this Prospectus and incorporated herein by reference.
    

PURCHASERS  SHOULD READ THIS PROSPECTUS AND THE ACCOMPANYING  PROSPECTUS FOR THE
TRUST CAREFULLY BEFORE INVESTING.

   
Franklin Advisers,  Inc.  ("Advisers")  serves as each Fund's (except the Rising
Dividends  Fund,  the  Templeton  Global Growth Fund,  the Templeton  Developing
Markets Equity Fund, the Templeton  Global Asset  Allocation Fund, the Templeton
International  Smaller Companies Fund, the Mutual Shares Securities Fund and the
Mutual Discovery Securities Fund) investment manager. The investment manager for
the Templeton  Global Growth Fund and the Templeton Global Asset Allocation Fund
is Templeton Global Advisors Limited.  The investment  manager for the Templeton
Developing Markets Equity Fund is Templeton Asset Management Ltd. The investment
manager for the  Templeton  International  Smaller  Companies  Fund is Templeton
Investment Counsel, Inc. The investment manager for the Mutual Shares Securities
Fund and the Mutual Discovery Securities Fund is Franklin Mutual Advisers,  Inc.
Franklin Advisory Services, Inc. replaced Advisers as the manager for the Rising
Dividends  Fund on July 1, 1996.  All  investment  managers or  subadvisers  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, 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 subadvisers.

Franklin  Templeton  Services,  Inc.  ("Fund  Administrator")  provides  certain
administrative facilities and services for the Funds.

Franklin Templeton Investor  Services,  Inc., 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.

The following Funds are available:

FUND SEEKING STABILITY
OF PRINCIPAL AND INCOME
 Money Market Fund

FUNDS SEEKING CURRENT INCOME
 High Income Fund
 Templeton Global Income Securities Fund
 The U.S. Government Securities Fund
 Zero Coupon Funds - 2000, 2005, 2010

FUNDS SEEKING  GROWTH AND INCOME
 Growth and Income Fund
 Income  Securities  Fund
 Mutual Shares Securities Fund 
 Real Estate Securities Fund
 Rising Dividends Fund
 Templeton Global Asset Allocation Fund
 Utility Equity Fund

FUNDS SEEKING CAPITAL GROWTH
 Capital Growth Fund
 Mutual Discovery Securities Fund
 Precious Metals Fund
 Small Cap Fund
 Templeton Developing Markets Equity Fund
 Templeton Global Growth Fund
 Templeton International Equity Fund
 Templeton International Smaller Companies Fund
 Templeton Pacific Growth Fund
    

General

There is no assurance that the investment objectives of any of the Funds will be
met.  Contract  Owners bear the complete  investment  risk for  Contract  Values
allocated to a Sub-Account.

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 Purchase Payments.")

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,  the
substitution of shares of any Fund for another would be in the best interests of
Contract  Owners  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  Contract  Values,  the Variable
Account and the Fixed Account. These charges and deductions are:

Deduction for Contingent Deferred
Sales Charge (Sales Load)

If all or a portion of the Surrender Value (see "Surrenders") is surrendered,  a
Contingent  Deferred Sales Charge (sales load) will be calculated at the time of
each  surrender  and will be  deducted  from the  Contract  Value.  This  charge
reimburses the Company for expenses  incurred in connection  with the promotion,
sale and  distribution  of the Contracts.  The Contingent  Deferred Sales Charge
applies only to those purchase  payments  received  within five (5) years of the
date of surrender. In calculating the Contingent Deferred Sales Charge, purchase
payments are allocated to the amount surrendered 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;  (b) multiplying each
such  allocated  purchase  payment that has been held under the Contract for the
period by the charge shown below:

                  Years Since
                    Payment   Charge
                  ----------- ------
                      0-1       6%
                      1-2       5%
                      2-3       4%
                      3-4       3%
                      4-5       1.5%
                      5+        0

and (c) adding the products of each multiplication in (b) above. The charge will
not exceed 6% of the purchase payments.

Once each Contract  Year,  Contract  Owners may surrender up to fifteen  percent
(15%) of purchase  payments paid less any prior surrenders  without  incurring a
Contingent  Deferred  Sales  Charge.  If no withdrawal is made during a Contract
Year, the 15% is cumulative  into future years. If less than 15% is withdrawn in
a Contract Year, the remaining  percentage is not available in future years.  No
Contingent  Deferred Sales Charge will be deducted from purchase  payments which
have been held under the Contract  for more than five (5)  Contract  Years or as
annuity payments. See also "Surrenders  Systematic  Withdrawal." The Company may
also eliminate or reduce the Contingent  Deferred Sales Charge under the Company
procedures  then  in  effect.  (See  "Charges  and  Deductions  -  Reduction  or
Elimination of 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. The amount deducted from the Contract Value will be
determined  by canceling  Accumulation  Units from each  applicable  Sub-Account
and/or  subtracting values from the Fixed Account in the ratio that the value of
each Sub-Account and/or the Fixed Account bears to the total Contract Value. The
Contract Owner must specify in writing in advance which units are to be canceled
or values are to be reduced if other than the above  method of  cancellation  is
desired.

To the extent that the Contingent Deferred Sales Charge is insufficient to cover
the actual  costs of  distribution,  the  Company  may use any of its  corporate
assets,  including  potential  profit  which may arise  from the  Mortality  and
Expense Risk Charge, to make up any difference.

Reduction or Elimination of
Contingent Deferred Sales Charge

The amount of the  Contingent  Deferred  Sales  Charge on the  Contracts  may be
reduced or eliminated  when sales of the Contracts are made to individuals or to
a group of  individuals  in a manner that results in savings of sales  expenses.
The  entitlement to a reduction of the Contingent  Deferred Sales Charge will be
determined by the Company after  examination of the following  factors:  (1) the
size of the group;  (2) the total  amount of  purchase  payments  expected to be
received from the group; (3) the nature of the group for which the Contracts are
purchased, and the persistency expected in that group; (4) the purpose for which
the  Contracts  are  purchased  and whether  that  purpose  makes it likely that
expenses  will be  reduced;  and (5) any other  circumstances  which the Company
believes to be relevant to determining  whether reduced sales or  administrative
expenses  may be  expected.  None of the  reductions  in  charges  for  sales is
contractually guaranteed.

The Contingent  Deferred  Sales Charge may be eliminated  when the Contracts are
issued  to an  officer,  director  or  employee  of  the  Company  or any of its
affiliates. The Contingent Deferred Sales Charge may also be eliminated when the
Contract  is sold by an agent of the Company to any members of his or her family
and the commission is reduced. In no event will reductions or elimination of the
Contingent  Deferred Sales Charge be permitted  where  reductions or elimination
will unfairly discriminate against any person.

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 of
the Variable Account  (consisting of approximately  .90% for mortality risks and
approximately  .35% for expense risks).  The mortality risk borne by the Company
arises from its contractual  obligation to make annuity payments  (determined in
accordance  with the  Annuity  Options  and other  provisions  contained  in the
Contracts)  regardless of how long all  Annuitants  may live.  This  undertaking
assures that neither an Annuitant's  own  longevity,  nor an improvement in life
expectancy  greater than  expected,  will have any adverse effect on the annuity
payments the Annuitant will receive under the Contract. Furthermore, the Company
bears a mortality risk,  regardless of the Annuity Option  selected,  in that it
guarantees the purchase rates for the annuity income options available under the
Contract  whether for fixed  payment  options or variable  payment  options.  In
addition,  the Company assumes a mortality risk for the guaranteed death benefit
provided under the Contract. 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  Contract  Maintenance  Charge  and 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, together with the Contract Maintenance Charge
(see  below),  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 Owner
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 Owner  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 Contract Maintenance Charge

The  Company  deducts  an  annual  Contract  Maintenance  Charge of $30 from the
Contract  Value on each  Contract  Anniversary.  Prior to the Income  Date,  the
charge is waived for Contracts having Contract Values or purchase  payments less
withdrawals of $100,000 or more. This charge is to reimburse the Company for its
administrative  expenses (see above).  Prior to the Income Date,  this charge is
deducted by canceling Accumulation Units from each applicable Sub-Account and/or
by subtracting values from the Fixed Account in the ratio that the value of each
Sub-Account  or the Fixed Account bears to the total  Contract  Value.  When the
Contract is surrendered  for its full  Surrender  Value on other than a Contract
Anniversary, the entire Contract Maintenance Charge will be deducted at the time
of surrender. On and after the Income Date, the Contract Maintenance Charge will
be collected  pro rata on a monthly basis ($2.50 per month) and will result in a
reduction of the monthly annuity payments.

Deduction for Premium Taxes

Premium  taxes  or  other  taxes  payable  to a  state,  municipality  or  other
governmental  entity will be charged against the Contract Values.  Premium taxes
currently  imposed by certain  states on the Contracts  range from 0% to 3.5% of
premiums paid.  Some states assess  premium taxes at the time purchase  payments
are made;  others assess premium taxes at the time annuity  payments begin.  The
Company will, in its sole  discretion,  determine when taxes have resulted from:
the investment experience of the Variable Account; receipt by the Company of the
purchase  payment(s);  or commencement of annuity payments.  The Company may, at
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 the
Company may have to deduct amounts at a later date.

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. Currently, no federal income taxes are assessed against the Variable
Account.  However, if the tax laws should change, the Company reserves the right
to deduct the amount of such taxes from the Variable  Account.  The Company will
deduct any withholding taxes required by applicable law.

Deduction for Trust Expenses

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

Deduction for Transfer Fee

Prior to the Income  Date,  a Contract  Owner may  transfer all or a part of the
Contract Owner's interest in a Sub-Account to another  Sub-Account or to or from
the Fixed Account without the imposition of any fee or charge if there have been
no more than three  transfers made in the Contract  Year. The Contract  provides
that if more than  three  transfers  have been made in the  Contract  Year,  the
Company  reserves the right to deduct a transfer  fee. The maximum  transfer fee
that the  Company may deduct,  per  transfer,  is the lesser of $25 or 2% of the
amount transferred.  Currently,  twelve transfers may be made in a Contract Year
without  a  charge.  Thereafter,  the  charge  is  $25  (or  2%  of  the  amount
transferred,  if less). Currently,  prescheduled automatic dollar cost averaging
transfers  are not counted.  The Company  reserves the right to charge a fee for
all transfers  after the Income Date,  which fee, per transfer,  will not exceed
the lesser of $25 or 2% of the amount transferred. The transfer fee at any given
time  will not be set at a level  greater  than its  cost  and will  contain  no
element of profit.


The Contracts
- --------------------------------------------------------------------------------

Ownership

The Contract Owner and any Joint Owner as named on the Contract  Schedule,  have
all rights and may receive all benefits  under the Contract.  The Contract Owner
may change the Contract Owner at any time. Any Joint Owner must be the spouse of
the other Joint Owner (except in  Pennsylvania).  Upon the death of the Contract
Owner,  the  surviving  Joint Owner may elect to keep the  Contract in force and
become the new Contract Owner when the Joint Owner is the spouse of the Contract
Owner. In those states where a non-spousal  Joint Owner is permitted,  the death
benefit must be paid in accordance  with the Code and the surviving  Joint Owner
cannot  continue  the  Contract  in  force.  A change  of  Contract  Owner  will
automatically  revoke any prior  designation  of Contract  Owner.  A request for
change  must be: (1) made in  writing;  and (2)  received  by the Company at its
Valuemark Service Center. After the transfer is recorded, the change will become
effective as of the date the written  request is signed.  A new  designation  of
Contract Owner or Joint Owner will not apply to any payment made or action taken
by the Company  prior to the time it was  received.  The  Annuitant  becomes the
Owner on and after the Income Date.

For Non-Qualified  Contracts,  in accordance with Code Section 72(u), a deferred
annuity  contract  held by a  corporation  or other entity that is not a natural
person is not treated as an annuity  contract  for tax  purposes.  Income on the
contract is treated as ordinary  income received by the owner during the taxable
year. However, for purposes of Code Section 72(u), an annuity contract held by a
trust or other  entity  as agent for a natural  person is  considered  held by a
natural person and treated as an annuity  contract for tax purposes.  Tax advice
should be sought prior to purchasing a Contract  which is to be owned by a trust
or other non-natural person.

Assignment

The  Contract  Owner may  assign  the  Contract  at any time  during  his or her
lifetime.  The Company will not be bound by any assignment  until written notice
is received by the Company at its Valuemark  Service Center.  The Company is not
responsible for the validity of any assignment.  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 the
Company may take  before  such  assignment  has been  recorded at its  Valuemark
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, unless  changed,  are entitled to receive any death benefits
to be paid.  Upon the death of either Joint Owner prior to the Income Date,  the
surviving Joint Owner, if any, will be the designated  Beneficiary and any other
Beneficiary named will be treated as a Contingent Beneficiary,  unless otherwise
indicated. Change of Beneficiary

The Contract Owner may change a Beneficiary or Contingent  Beneficiary by filing
a written  request with the Company at its  Valuemark  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 Valuemark  Service Center after the Contract Owner dies but
before any payment 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.

If all of the  Beneficiaries  and  Contingent  Beneficiaries  die  prior  to the
Contract Owner's death, the Company will pay the death benefit in one sum to the
Contract Owner's estate.

Annuitant

The Annuitant must be a natural person.  The maximum age of the Annuitant on the
Effective  Date is 80 years old. The  Annuitant may be changed at any time prior
to the Income Date unless the Contract is owned by a  non-natural  person.  (See
"Death of the Annuitant Prior to the Income Date".) Joint Annuitants are allowed
at the time of  annuitization  only.  The  Annuitant has no rights or privileges
prior to the Income Date. When an Annuity Option is elected,  the amount payable
as of the Income Date is based on the age (and sex,  where  permissible)  of the
Annuitant,  as well as the Option selected and the Contract Value. The Annuitant
becomes the Contract Owner on or after the Income Date.

Death of the Contract Owner
Before the Income Date

In those Contracts where Joint Owners have been named,  upon the death of either
Joint Owner prior to the Income Date, the surviving Joint Owner, if any, becomes
the designated  Beneficiary and any other Beneficiary named will be treated as a
Contingent  Beneficiary,  unless otherwise indicated.  Only the Contract Owner's
spouse may be a Joint Owner (except in  Pennsylvania).  If there is no surviving
Joint Owner,  a death  benefit is payable to the  Beneficiary  designated by the
Contract  Owner.  The value of the death  benefit will be  determined  as of the
Valuation  Period next  following the date both due proof of death and a payment
election are received by the Company. The guaranteed death benefit is:

1. On the date of issue,  the guaranteed  death benefit is equal to the purchase
payment.

2.  On each  Contract  Anniversary,  but not  beyond  the  Contract  Anniversary
following the Contract Owner's 80th birthday,  the guaranteed death benefit will
be determined as follows:

    a. the guaranteed death benefit as of the previous Contract Anniversary;
    b. plus any purchase payments made during the previous Contract Year;
    c. minus any amounts surrendered during the previous Contract Year;
    d. the sum of a, b and c multiplied by 1.05.

3. On dates  other than a Contract  Anniversary  and on  Contract  Anniversaries
following  the Contract  Owner's 81st  birthday,  the  guaranteed  death benefit
equals the guaranteed death benefit on the previous Contract  Anniversary,  plus
purchase  payments made since the previous  Contract  Anniversary,  less amounts
surrendered since the previous Contract Anniversary.

For  purposes of the  guaranteed  death  benefit  calculation,  reference to the
Contract Owner's age shall be the age of the oldest Joint Owner when applicable.
The  guaranteed  death  benefit will always be  calculated as in point (3) above
after the date of death of the Contract Owner.

The  Beneficiary  may,  at any time  before  the end of a sixty  (60) day period
following  receipt of proof of death,  elect the death  benefit to be paid under
one of the following options:

A. Lump sum  payment of the death  benefit  (The  value of the death  benefit is
equal to the greater of the guaranteed  death benefit or the Surrender  Value as
of the Valuation Period next following the date due proof of death and a payment
election are received by the Company.);

   
B. The  payment of the entire  death  benefit  within 5 years of the date of the
Contract  Owner's  death  (The  value of the  death  benefit  under  Option B is
determined by comparing the guaranteed death benefit to the Contract Value as of
the  Valuation  Period  next  following  the date  both due proof of death and a
payment  election  are received by the  Company.  If the  Contract  Value is the
greater,  it will be the death benefit.  Any  distribution of such death benefit
will be reduced by the sum of any applicable premium taxes, Contract Maintenance
Charges and Contingent  Deferred Sales Charges.  If the guaranteed death benefit
is the  greater,  it will be the  death  benefit.  After the  death  benefit  is
calculated,  it will be subject to market risk. No additional  purchase payments
will be accepted after the death of the Contract Owner.);
    

C. Payment over the lifetime of the designated  Beneficiary or over a period not
extending  beyond  the  life  expectancy  of  the  designated  Beneficiary  with
distribution  beginning  within  one year of the  date of death of the  Contract
Owner (See  "Annuity  Provisions  - Annuity  Options").  (The value of the death
benefit under Option C is determined by comparing the  guaranteed  death benefit
to the Contract  Value as of the Valuation  Period next  following the date both
due proof of death and a payment  election are  received by the Company.  If the
Contract  Value is  greater,  it will be  treated as the death  benefit.  If the
guaranteed death benefit is the greater, it will be the death benefit.); or

D. If the Beneficiary is the Contract  Owner's  spouse,  he/she can continue the
Contract in his/her own name.  (The value of the death benefit under Option D is
determined by comparing the guaranteed death benefit to the Contract Value as of
the  Valuation  Period  next  following  the date  both due proof of death and a
payment election are received by the Company.  If the Contract Value is greater,
it will remain the Contract Value.  If the guaranteed  death benefit is greater,
it will become the new  Contract  Value.  Any  distribution  by the new Contract
Owner will be  reduced  by the sum of any  applicable  premium  taxes,  Contract
Maintenance Charges and Contingent Deferred Sales Charges.)

If no payment option is elected, a single sum settlement will be made at the end
of the sixty (60) day period following receipt of proof of death.

Death of the Annuitant Prior to the Income Date

If the  Annuitant  dies on or  before  the  Income  Date  and the  Annuitant  is
different  from the  Contract  Owner,  the  Contract  Owner may  designate a new
Annuitant.  If one is not designated,  the Contract Owner will be the Annuitant,
provided  the Contract  Owner is a natural  person.  If the Contract  Owner is a
non-natural  person,  then for the purposes of the death benefit,  the Annuitant
shall be treated as the Contract  Owner and the death of the Annuitant  shall be
treated as a death of the Contract Owner.

Death of the Annuitant After the Income Date

If the Annuitant dies after the Income Date, the death benefit,  if any, will be
payable to the  Beneficiary  as specified  in the Annuity  Option  elected.  The
Company will require proof of the Annuitant's death. Death benefits will be paid
at least as  rapidly  as under  the  method  of  distribution  in  effect at the
Annuitant's death.

Annuity Provisions
- --------------------------------------------------------------------------------

Income Date

The Contract Owner selects an Income Date at the time of issue.  The Income Date
must always be the first day of a calendar  month.  The earliest  Income Date is
one month after the  Effective  Date.  The Income Date may not be later than the
month  following  the  Annuitant's  85th  birthday  or  10  years  (8  years  in
Pennsylvania) from the Effective Date, if later.

Change in Income Date and Annuity Option

The Contract  Owner may, upon at least thirty (30) days prior written  notice to
the Company,  at any time prior to the Income Date,  change the Income Date. The
Income  Date must always be the first day of a calendar  month.  The Income Date
may not be later than the month  following the  Annuitant's  85th birthday or 10
years (8 years in Pennsylvania) from the Effective Date, if later.

The Contract  Owner may, upon at least thirty (30) days prior written  notice to
the Company,  at any time prior to the Income  Date,  select  and/or  change the
Annuity Option.

Annuity Options

Instead of having the proceeds  paid in one sum,  the Contract  Owner may select
one of the Annuity  Options.  The Annuity  Options are  available  on a fixed or
variable  basis or a  combination  of fixed and variable  (not  available in all
states), except the LIFE ANNUITY WITH CASH REFUND Option which is only available
on a fixed basis.

The amount of the initial annuity payment is dependent on (i) the Contract Value
at the time of annuitization, (ii) the Annuity Option selected, (iii) the Age of
the Annuitant and any joint Annuitant, and (iv) the sex of the Annuitant and any
joint  Annuitant  where  allowed (see "Tax Status - Qualified  Plans").  Under a
fixed  option,  the dollar value of subsequent  annuity  payments will not vary.
Under a variable  option,  subsequent  annuity  payments  will vary based on the
investment  performance of the  Sub-Accounts  selected.  Current  purchase rates
available may be more favorable than those guaranteed in the Contract.

The following Annuity Options are available:

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.

LIFE ANNUITY WITH GUARANTEE FOR A MINIMUM PERIOD.  The Company will make monthly
payments  during the life of the Annuitant,  but at least for the minimum period
shown in the  annuity  tables  contained  in the  Contract.  The  amount of each
monthly  payment  per  $1,000 of  proceeds  is based on the age (and sex,  where
permissible)  of the  Annuitant  when  the  first  payment  is  made  and on the
guaranteed  period chosen.  If the Annuitant dies within the guaranteed  period,
the  discounted  value of the  unpaid  guaranteed  payments  will be paid by the
Company as a final payment.

JOINT AND LAST SURVIVOR  ANNUITY.  Monthly annuity  payments are paid during the
joint  lifetime of the  Annuitant  and a designated  second  person and are paid
thereafter during the remaining lifetime of the survivor,  ceasing with the last
annuity payment due prior to the survivor's death.

LIFE  ANNUITY  WITH CASH REFUND.  The Company  will pay equal  monthly  payments
during  the life of the  Annuitant.  Upon  the  death  of the  Annuitant,  after
payments have started,  the Company will pay in one sum any excess of the amount
of the proceeds  applied  under this Option over the total of all payments  made
under this Option.  The amount of each monthly payment per $1,000 of proceeds is
based on the age (and sex,  where  permissible)  of the Annuitant when the first
payment is made.

Annuity Units

The dollar amount of the first monthly variable annuity payment is determined by
applying  the  available  value  (after  deduction  of  any  premium  taxes  not
previously  deducted) to the table using the age (and sex, where permissible) of
the  Annuitant  and any joint  Annuitant.  The number of  Annuity  Units is then
determined  by dividing  this dollar  amount by the then  current  Annuity  Unit
value.  Thereafter,  the number of Annuity  Units remains  unchanged  during the
period of annuity  payments.  This  determination  is made  separately  for each
Sub-Account of the Variable  Account.  The number of Annuity Units is determined
for each  Sub-Account and is based upon the available value in each  Sub-Account
as of the date annuity payments are to begin.  The dollar amount  determined for
each Sub-Account  will then be aggregated for purposes of making  payments.  The
prorata portion of the Contract Maintenance Charge is deducted.

The dollar amount of the second and later variable  annuity payments is equal to
the number of Annuity Units  determined for each  Sub-Account  times the Annuity
Unit value for that  Sub-Account as of the due date of the payment.  This amount
may  increase  or  decrease  from month to month.  The pro- rata  portion of the
Contract Maintenance Charge is deducted each month.

The annuity  tables  contained  in the Contract are based on a five percent (5%)
assumed  investment rate. If the actual net investment rate exceeds five percent
(5%), payments will increase.  Conversely,  if the actual rate is less than five
percent (5%),  annuity  payments will decrease.  If a higher assumed  investment
rate were  used,  the  initial  payment  would be  higher,  but the  actual  net
investment  rate  would  have to be  higher  in order for  annuity  payments  to
increase.

The Annuitant  receives the value of a fixed number of Annuity Units each month.
The  value of a fixed  number of  Annuity  Units  will  reflect  the  investment
performance of the  Sub-Account  selected and the amount of each annuity payment
will vary accordingly.
       

Purchase Payments and Contract Value
- --------------------------------------------------------------------------------

Purchase Payments

The Contracts may be purchased under a flexible purchase payment plan.  Purchase
payments are payable in the frequency and in the amount selected by the Contract
Owner.  The initial  purchase  payment is due on the Effective Date. The initial
purchase payment must be at least $2,000.  Subsequent  purchase payments must be
at least $250.  These minimum  amounts are not waived for Qualified  Plans.  The
Company reserves the right to decline any application  (except in New Jersey) or
purchase  payment.  Amounts in excess of $1 million  require  preapproval by the
Company.  The Company  may, at its sole  discretion,  waive the minimum  payment
requirements.  The Contract Owner may elect to increase,  decrease or change the
frequency of purchase payments.

Allocation of Purchase Payments

   
Purchase  payments are allocated to one or more of the  Sub-Accounts  within the
Variable  Account or to the Fixed Account as selected by the Contract  Owner. IN
WASHINGTON,  THE FIXED ACCOUNT IS NOT AVAILABLE UNTIL APPROVED BY THE WASHINGTON
INSURANCE DEPARTMENT.  IN CALIFORNIA,  THE MUTUAL SHARES SECURITIES FUND AND THE
MUTUAL  DISCOVERY  SECURITIES  FUND  ARE NOT  AVAILABLE  UNTIL  APPROVED  BY THE
CALIFORNIA INSURANCE DEPARTMENT. (CHECK WITH YOUR AGENT REGARDING AVAILABILITY.)
For each  Sub-Account,  the purchase  payments are converted  into  Accumulation
Units.  The number of Accumulation  Units credited to the Contract is determined
by dividing the purchase  payment  allocated to the  Sub-Account by the value of
the Accumulation Unit for the Sub-Account.  Purchase  payments  allocated to the
Fixed Account are credited in dollars.
    

The Company has reserved the right to allocate initial purchase  payments to the
Money Market Sub-Account (except those allocated to the Fixed Account) until the
expiration  of the  Free-Look  Period.  In the event  that the  Company  does so
allocate initial purchase payments to the Money Market  Sub-Account,  at the end
of the  Free-Look  Period  the  Contract  Value  will be  allocated  to the Sub-
Account(s) selected by the Contract Owner. Currently,  however, the Company will
allocate the initial purchase payment directly to the Sub-Account(s)  and/or the
Fixed Account as selected by the Contract Owner.

Transfers do not change the  allocation  instructions  for payments.  Subsequent
payments  will be allocated as directed by the  Contract  Owner in  instructions
accompanying a payment;  if no direction is given,  the allocation  will be that
which has been most recently  directed for payments by the Contract  Owner.  The
Contract Owner may change the allocation of future payments without fee, penalty
or other charge upon written notice or telephone  instructions  to the Valuemark
Service  Center.  A change will be effective  for payments  received on or after
receipt of the written notice or telephone instructions.

   
The Company  reserves  the right to limit the number of  investment  options (23
Franklin  Funds and the Allianz Life Fixed  Account)  that a Contract  Owner may
invest in at any one time. Currently, the Contract Owner may initially select up
to  nine  investment  options  and may  only be  invested  in a  maximum  of ten
investment  options at any one time  throughout  the life of the  Contract.  The
Company reserves the right to change the maximum number of investment options in
the future.
    

For initial  purchase  payments,  if the forms  required to issue a Contract are
received  in good  order,  the Company  will apply the  purchase  payment to the
Variable Account and credit the Contract with  Accumulation  Units and/or to the
Fixed Account and credit the Contract  with dollars  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).  If the forms  required  to issue a
Contract  are not in good order,  the Company  will  attempt to get them in good
order or the Company will return the forms and the purchase  payment within five
business days. The Company will not retain purchase  payments for more than five
business days while processing incomplete forms unless it has been so authorized
by the purchaser.

For subsequent  purchase  payments,  the Company will apply purchase payments to
the Variable Account and credit the Contract with  Accumulation  Units and/or to
the Fixed  Account and credit the  Contract  with dollars  during the  Valuation
Period next following the Valuation Period during which the purchase payment was
received in good order.

Transfer of Contract Values

   
Prior to the Income  Date,  the  Contract  Owner may transfer all or part of the
Contract Owner's interest in a Sub-Account to another  Sub-Account or to or from
the Fixed Account without the imposition of any fee or charge if there have been
no more than  three  transfers  made in the  Contract  Year.  If more than three
transfers have been made in the Contract Year, the Company reserves the right to
deduct a transfer  fee.  Currently,  12 transfers may be made in a Contract Year
without a charge. (See "Charges and Deductions - Deduction for Transfer Fee.")

Neither the Variable Account nor the Trust is designed for  professional  market
timing organizations,  other entities, or individuals using programmed, large or
frequent transfers. A pattern of exchanges that coincides with a "market timing"
strategy may be disruptive to a Fund and may be refused.  Accounts  under common
ownership  or control may be  aggregated  for  purposes of transfer  limits.  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.
    

After the Income Date,  provided a variable  annuity  option was  selected,  the
Contract Owner may make transfers.  The Company reserves the right to charge for
all transfers after the Income Date.

All transfers are subject to the following:

a. The deduction of any transfer fee that may be imposed.  The transfer fee will
be deducted  from the amount which is  transferred  if the entire  amount in the
Sub-Account  or the  Fixed  Account  is being  transferred;  otherwise  from the
remaining amount in the Sub-Account or the Fixed Account from which the transfer
is made.

b. The minimum  amount which may be transferred is the lesser of (i) $1,000 from
each  Sub-Account  or the Fixed  Account;  or (ii) the Contract  Owner's  entire
interest in the Sub-Account or the Fixed Account.

c. No partial transfer will be made if the Contract Owner's  remaining  Contract
Value in the Sub-Account or the Fixed Account will be less than $1,000.

d. 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.  However, no transfer may be made effective
within seven  calendar  days of the date on which the first  annuity  payment is
due.  No  transfers  may  occur  until  the end of the  Free-Look  Period.  (See
"Highlights.")

e. On or after the Income Date,  the Contract Owner may not make a transfer from
the Fixed  Account to the Variable  Account.  Currently,  on or after the Income
Date,  one  transfer to the Fixed  Account will be allowed . f. After the Income
Date, no transfer may be made if it would result in any selected  Sub-Account or
the Fixed  Account  providing  less than 10% of the annuity  benefits  under the
Contract.

g. Any  transfer  direction  must  clearly  specify  the  amount  which is to be
transferred and the Accounts which are to be affected.

h. The Company  reserves  the right at any time and without  prior notice to any
party to terminate,  suspend or modify the transfer privileges  described above,
subject to applicable state law and regulation.

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.

Transfers do not change the allocation  instructions for future  payments.  (See
"Purchase Payments and Contract Value - Allocation of Purchase Payments.")

Dollar Cost Averaging

   
Dollar Cost Averaging is a program which,  if elected,  enables a Contract Owner
to  systematically  allocate  specified  dollar  amounts  from the Money  Market
Sub-Account,  The U.S. Government Securities Sub-Account or the Fixed Account to
the Contract's other Sub-Accounts  (maximum of eight) at regular  intervals.  By
allocating  amounts on a regularly  scheduled basis as opposed to allocating the
total amount at one particular time, a Contract Owner may be less susceptible to
the impact of market fluctuations.

Dollar Cost  Averaging may be selected for 12 to 36 months.  The minimum  amount
per period to allocate is $1,000.  All Dollar Cost  Averaging  transfers will be
made  effective the tenth of the month (or the next  Valuation Date if the tenth
of the month is not a Valuation  Date).  Election into this program may occur at
any time by  properly  completing  the  Dollar  Cost  Averaging  election  form,
returning  it to the  Company by the first of the month,  to be  effective  that
month,  and  insuring  that  sufficient  value is in  either  the  Money  Market
Sub-Account,  The U.S. Government  Securities  Sub-Account or the Fixed Account.
When  utilizing  the Dollar Cost  Averaging  program,  a Contract  Owner must be
invested in either the Money Market Sub-Account,  The U.S. Government Securities
Sub-Account  or the Fixed  Account  and may  invest in a maximum of eight of the
other Sub-Accounts.
    

Dollar Cost Averaging will terminate when any of the following  occurs:  (1) the
number of designated  transfers has been  completed;  (2) the value of the Money
Market  Sub-Account,  The U.S.  Government  Securities  Sub-Account or the Fixed
Account (as applicable) is  insufficient to complete the next transfer;  (3) the
Contract Owner  requests  termination in writing and such writing is received by
the first of the month in order to cancel the transfer  scheduled to take effect
that month; or (4) the Contract is terminated. The Dollar Cost Averaging program
may not be active  following  the Income  Date.  There is no current  charge for
Dollar  Cost  Averaging  but the Company  reserves  the right to charge for this
program.  The  Company  does not intend to profit from any such  charge.  In the
event there are additional transfers, the transfer fee may be charged. Transfers
made  pursuant  to  the  Dollar  Cost  Averaging  program  are  not  counted  in
determining the applicability of the transfer fee.

Automatic Investment Plan

The Automatic  Investment  Plan (AIP) is a program by which a Contract Owner may
make monthly or quarterly  investments  by electronic  funds transfer from their
checking or savings  account if their bank is a member of an Automatic  Clearing
House.  Election of this program may occur at the time a Contract is issued,  or
at any time  thereafter  by  completing  and  signing the  appropriate  form and
returning  it to the  Company.  The form must be  received  in good order by the
first of the month in order for AIP to begin that same month.  Investments  take
place on the 20th of the month,  or the next  business  day. AIP may not be used
for the initial purchase payment. The minimum investment that may be made by AIP
is $250.

AIP is  subject  to any  regulations  that  may  govern  the bank  account,  the
Automatic Clearing House, or the Contract.  The Company may correct any error by
a debit or credit to the Contract Owner's bank account and/or Contract.

Participation  in AIP may be stopped at any time at the request of the  Contract
Owner. When the Company is advised to stop AIP, no automatic investments will be
processed until signed authorization is received to initiate the plan again. The
Company  will need to be  notified by the first of the month in order to stop or
change AIP within that month.  If a  transaction  is rejected or returned to the
Company for any reason,  including stop payment,  insufficient funds, or account
closed, the respective number of units will be removed from the Contract Owner's
account, and AIP will be discounted.

If AIP is used for a Qualified  Contract,  the Contract Owner should contact his
or her tax adviser for maximum contributions.

Contract Value

The value of the Contract is the sum of the values  attributable to the Contract
for each  Sub-Account  and the Fixed Account.  The value of each Sub- Account is
determined by multiplying the number of Accumulation  Units  attributable to the
Contract  in the  Sub-Account  by the  value  of an  Accumulation  Unit  for the
Sub-Account.

Accumulation Unit

For each Sub-Account,  purchase payments are converted into Accumulation  Units.
This is done by dividing each purchase  payment by the value of an  Accumulation
Unit for the Valuation  Period during which the purchase payment is allocated to
the  Sub-Account.   The  Accumulation   Unit  value  for  each  Sub-Account  was
arbitrarily  set  initially  at $10. The  Accumulation  Unit value for any later
Valuation  Period is  determined  by  subtracting  (b) from (a) and dividing the
result by (c) where:

a.  is the net result of

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

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 Accumulation  Units outstanding at the end of such Valuation
Period.

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


Distributor
- --------------------------------------------------------------------------------

NALAC  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, up to an amount currently equal to 6.0%
of purchase payments,  for promotional or distribution  expenses associated with
the  marketing  of  the   Contracts.   The  Company,   by  agreement   with  the
broker-dealer,  pays commissions as a combination of a certain percentage amount
at the time of sale and a trail  commission  (which when  combined  could exceed
6.0% of purchase  payments).  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.  Commissions  may be  recovered  from  broker-dealers  if a full  or
partial surrender occurs within 12 months of a purchase payment.


Surrenders
- --------------------------------------------------------------------------------

While the  Contract is in force and before the Income  Date,  the Company  will,
upon request to the Company by the Contract Owner, allow the surrender of all or
a portion of the Contract for its Surrender Value. Surrenders will result in the
cancellation of Accumulation  Units from each  applicable  Sub-Account  and/or a
reduction  in the  Fixed  Account  value in the  ratio  that  the  value of each
Sub-Account  and/or the Fixed Account value bears to the total  Contract  Value.
The Contract  Owner must specify which units are to be canceled or values are to
be reduced if other than the above mentioned  method of cancellation is desired.
The  Company  will pay the amount of any  surrender  from the  Variable  Account
within  seven (7) days of  receipt  of a valid  request,  unless  the  "Delay of
Payments" provision is in effect. (See "Surrenders - Delay of Payments.")

Certain tax withdrawal  penalties and  restrictions may apply to surrenders from
the Contracts.  (See "Tax Status.") For Contracts  purchased in connection  with
403(b)  plans,  the Code  limits  the  withdrawal  of  amounts  attributable  to
contributions  made  pursuant  to a salary  reduction  agreement  (as defined in
Section  403(b)(11) of the Code) to circumstances  only when the Contract Owner:
(1)  attains  age 591/2;  (2)  separates  from  service;  (3) dies;  (4) becomes
disabled  (within  the meaning of Section  72(m)(7) of the Code);  or (5) in the
case of hardship.

However,  withdrawals for hardship are restricted to the portion of the Contract
Owner's Contract Value which represents contributions made by the Contract Owner
and does not include any  investment  results.  The  limitations  on withdrawals
became  effective  on  January  1,  1989  and  apply  only to  salary  reduction
contributions  made after  December 31,  1988,  to income  attributable  to such
contributions  and to income  attributable  to amounts  held as of December  31,
1988.  The  limitations  on  withdrawals  do not affect  rollovers  or transfers
between certain  Qualified  Plans.  Contract Owners should consult their own tax
counsel or other tax adviser regarding any distributions.

The  Surrender  Value  is the  Contract  Value  for the  Valuation  Period  next
following the Valuation  Period during which the written  request to the Company
for surrender is received, reduced by the sum of:

a:  any applicable premium taxes not previously
deducted;

b:  any applicable Contract Maintenance Charge; and

c:  any applicable Contingent Deferred Sales Charge.

Systematic Withdrawal

The Company permits a systematic  withdrawal plan which enables a Contract Owner
to  pre-authorize  a periodic  exercise  of the  contractual  withdrawal  rights
described  above.  Systematic  withdrawal  is not  available  for  Non-Qualified
Contracts where the Contract Owner is under age 591/2. Certain tax penalties and
restrictions may apply to systematic  withdrawals from the Contracts.  (See "Tax
Status - Tax Treatment of Withdrawals - Qualified  Contracts.")  Contract Owners
entering into such a plan instruct the Company to withdraw a level dollar amount
from the  Contract  on a  monthly  or  quarterly  basis.  Currently,  systematic
withdrawal on a monthly or quarterly  basis is available to Contract  Owners who
have a  Contract  Value of  $50,000  or more and on a  quarterly  basis  only to
Contract  Owners who have a  Contract  Value of at least  $20,000  but less than
$50,000.  The amount  deducted will result in the  cancellation  of Accumulation
Units from each  applicable  Sub-Account  and/or the  reduction of values in the
Fixed Account in the ratio that the value of each  Sub-Account  and/or the Fixed
Account bears to the total  Contract  Value.  The Contract Owner must specify in
writing in advance which units are to be canceled or values are to be reduced if
other than the above mentioned  method of  cancellation is desired.  The Company
reserves the right to modify the eligibility rules at any time,  without notice.
The total  systematic  withdrawal  in a Contract  Year which can be made without
incurring a Contingent  Deferred  Sales Charge is limited to not more than 9% of
the Contract Value.  However,  the 9% limit may be increased to allow systematic
withdrawals  to  meet  the  applicable  minimum  distribution  requirements  for
Qualified  Contracts.  The  exercise of the  systematic  withdrawal  plan in any
Contract  Year  replaces  the 15% amount  which is  allowable  per year  without
incurring a Contingent  Deferred  Sales Charge.  Any other  withdrawal in a year
when the  systematic  withdrawal  plan has been  utilized will be subject to the
Contingent Deferred Sales Charge.

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.

The applicable  rules and regulations of the Securities and Exchange  Commission
will govern as to whether the conditions described in 2. and 3. exist.

The Company  reserves the right to defer  payment for a  withdrawal  or transfer
from the Fixed Account for the period permitted by law but not for more than six
months after written election is received by the Company.


Administration of the Contracts
- --------------------------------------------------------------------------------


While the Company  has  primary  responsibility  for all  administration  of the
Contracts,  it has retained the services of Delaware Valley Financial  Services,
Inc.  ("DVFS" or  "Valuemark  Service  Center")  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 DVFS.  DVFS  serves  as the  administrator  to  various  insurance  companies
offering variable and fixed annuity and variable life insurance  contracts.  The
Company's ability to administer the Contracts could be adversely affected should
DVFS elect to terminate the Agreement.

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, the Administrative Expense Charge and the Contract Maintenance Charge.

Other Sub-Accounts

   
From time to time,  the Company or NFP may publish the current  yields and total
returns  of the other  Sub-Accounts  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  Accumulation Unit value at the end
of such period. Total return information will include the Sub-Account's  average
annual total return over the most recent four calendar quarters, the period from
the  Sub-Account's  inception of operations,  and, for Sub-Accounts in existence
for five years or more, for five years. The average annual total return is based
upon the value of the Accumulation Units acquired through a hypothetical  $1,000
investment  of the  Accumulation  Unit value at the  beginning of the  specified
period  and the  value  of the  Accumulation  Unit  at the  end of such  period,
assuming  reinvestment of all  distributions  and the deduction of the Mortality
and Expense Risk Charge,  Administrative  Expense  Charge,  Contingent  Deferred
Sales  Charge,  and  Contract  Maintenance  Charge.  Each  Sub-Account  may also
advertise cumulative and total return information over different periods of time
without the Contingent Deferred Sales Charge and Contract Maintenance Charge.

The Company or NFP may, in addition,  advertise or present yield or total return
performance  information  computed  on a  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.

The Appendix to this Prospectus contains performance  information that you might
find  informative.  The Mutual Shares  Securities Fund and the Mutual  Discovery
Securities Fund ("New  Valuemark  funds") are newly created and therefore do not
yet have their own performance  record.  However,  they have the same investment
objectives and portfolio managers and substantially the same investment policies
as two  corresponding  series of Franklin  Mutual  Series  Fund Inc.  (formerly,
Mutual Series Fund Inc.) which have been sold to the public ("Public Funds"). In
order to show how the  performance  of the  Public  Funds  would  have  affected
Accumulation Unit values, hypothetical performance information was developed.

Part 1 in the  Appendix  shows the  historical  performance  of the Public Funds
which  reflects the  deduction of the  historical  fees and expenses paid by the
Public  Funds  and  not  those  paid by the New  Valuemark  funds.  Part 2 shows
hypothetical  performance  figures for the  Accumulation  Units which assume the
deduction of the Mortality and Expense Risk Charge, the  Administrative  Expense
Charge  and the fees and  expenses  that the  Public  Funds  paid.  Part 3 shows
hypothetical  performance  figures for the Accumulation  Units which reflect the
deduction of the Mortality and Expense Risk Charge, the  Administrative  Expense
Charge, the Contract  Maintenance  Charge, the Contingent  Deferred Sales Charge
and the  fees  and  expenses  that  the  Public  Funds  paid.  The  hypothetical
performance figures for the Accumulation Units have not been restated to reflect
the higher fees for the New Valuemark  funds.  If the higher fees were used, the
hypothetical  performance shown would be lower.  Future performance may vary and
the results shown are not necessarily representative of future results.
    

Performance Ranking

The performance of each or all of the  Sub-Accounts of the Variable  Account may
be compared in its  advertisements  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.


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 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  Settlement  Option  elected.  For a lump sum  payment  received  as a total
surrender  (total  redemption) or death  benefit,  the recipient is taxed on the
portion  of the  payment  that  exceeds  the  cost  basis of the  Contract.  For
Non-Qualified  Contracts,  this cost basis is generally  the purchase  payments,
while for Qualified Contracts there may be no cost basis.
The  taxable  portion of the lump sum  payment is taxed at  ordinary  income tax
rates.

For annuity payments, a portion of each payment in excess of an exclusion amount
is includible in taxable  income.  The exclusion  amount for payments based on a
fixed annuity option is determined by multiplying  the payment by the ratio that
the cost  basis of the  Contract  (adjusted  for any  period  certain  or refund
feature) bears to the expected return under the Contract.  The exclusion  amount
for payments  based on a variable  annuity  option is determined by dividing the
cost basis of the Contract (adjusted for any period certain or refund guarantee)
by the number of years over which the annuity is  expected to be paid.  Payments
received after the investment in the Contract has been recovered  (i.e. when the
total of the excludable  amounts equal the investment in the Contract) are fully
taxable.  The taxable  portion 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  imposition  of federal  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 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

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.  Contract Owners should consult a tax adviser prior to
purchasing  more than one  non-qualified  annuity  contract in any calendar year
period.

Contracts Owned by Other than Natural Persons

Under Section  72(u) of the Code,  the  investment  earnings on premiums for the
Contracts  will be taxed  currently  to the  Contract  Owner  if the  Owner is a
non-natural  person,  e.g.,  a  corporation,  or certain  other  entities.  Such
Contracts  generally  will not be treated as  annuities  for federal  income tax
purposes. However, this treatment is not applied to Contracts held by a trust or
other entity as an agent for a natural person nor to Contracts held by Qualified
Plans.  Purchasers  should  consult  their own tax  counsel or other tax adviser
before purchasing a Contract to be owned by a non-natural person.

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.

Effective January 1, 1993, certain distributions from retirement plans qualified
under Section 401 or Section 403(b) of the Code,  which are not directly  rolled
over to another  eligible  retirement plan or individual  retirement  account or
individual  retirement  annuity,  are subject to a mandatory 20% withholding for
federal income tax. The 20% withholding requirement generally does not apply to:
a) a series of substantially  equal payments made at least annually for the life
or life expectancy of the  participant or joint and last survivor  expectancy of
the participant and a designated  beneficiary,  or for a specified  period of 10
years or more; or b) distributions which are required minimum distributions;  or
c) the portion of the distributions not includible in gross income (i.e. returns
of after-tax  contributions).  Participants should consult their own tax counsel
or other tax adviser regarding withholding requirements.

Tax Treatment of Withdrawals -
Non-Qualified Contracts

Section  72  of  the  Code  governs  treatment  of  distributions  from  annuity
contracts. It provides that if the Contract Value exceeds the aggregate purchase
payments  made,  any amount  withdrawn  will be treated as coming first from the
earnings and then,  only after the income  portion is exhausted,  as coming from
the principal.  Withdrawn  earnings are  includible in gross income.  It further
provides that a ten percent  (10%)  penalty will apply to the income  portion of
any distribution.  However, the penalty is not imposed on amounts received:  (a)
after the taxpayer reaches age 591/2; (b) after the death of the Contract Owner;
(c) if the  taxpayer is totally  disabled  (for this  purpose  disability  is as
defined in Section  72(m)(7) of the Code); (d) paid in a series of substantially
equal periodic  payments made not less frequently than annually for the life (or
life  expectancy)  of the  taxpayer  or for  the  joint  lives  (or  joint  life
expectancies)  of the  taxpayer  and his  Beneficiary;  (e)  under an  immediate
annuity;  or (f) which are  allocable to purchase  payments made prior to August
14, 1982.

The above information does not apply to Qualified Contracts.  However,  separate
tax withdrawal penalties and restrictions may apply to such Qualified Contracts.
(See "Tax Treatment of Withdrawals - Qualified Contracts.")

Qualified Plans

The  Contracts  offered by this  Prospectus  are designed to be suitable for use
under various types of Qualified Plans.  Because of the minimum purchase payment
requirements,  these Contracts may not be appropriate for some periodic  payment
retirement  plans.  Taxation of  participants in each Qualified Plan varies with
the type of plan and terms and conditions of each specific plan.

Contract Owners,  Annuitants and Beneficiaries are cautioned that benefits under
a  Qualified  Plan  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. Some retirement plans are subject to distribution  and other  requirements
that are not incorporated into the Company's administrative procedures. Contract
Owners,  participants  and  Beneficiaries  are responsible for determining  that
contributions,   distributions  and  other  transactions  with  respect  to  the
Contracts comply with applicable law. Following are general  descriptions of the
types of Qualified Plans with which the Contracts may be used. Such descriptions
are not  exhaustive  and are for general  informational  purposes  only. The tax
rules  regarding  Qualified  Plans  are very  complex  and will  have  differing
applications,  depending on individual facts and  circumstances.  Each purchaser
should obtain competent tax advice prior to purchasing a Contract issued under a
Qualified Plan.

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. The Contracts sold by the Company in connection with
Qualified  Plans will utilize annuity tables which do not  differentiate  on the
basis of sex.  Such annuity  tables will also be available for use in connection
with certain non-qualified deferred compensation plans.

Contracts  issued  pursuant  to  Qualified  Plans  include  special   provisions
restricting Contract provisions that may otherwise be available and described in
this Prospectus. Generally, Contracts issued pursuant to Qualified Plans 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   penalties  and
restrictions  may  apply to  surrenders  from  Qualified  Contracts.  (See  "Tax
Treatment of Withdrawals - Qualified Contracts.")

a.  H.R. 10 Plans

    Section  401 of the Code  permits  self-employed  individuals  to  establish
Qualified  Plans for themselves  and their  employees,  commonly  referred to as
"H.R.  10" or "Keogh" plans.  Contributions  made to the Plan for the benefit of
the employees  will not be included in the gross income of the  employees  until
distributed  from the  Plan.  The tax  consequences  to  participants  may vary,
depending upon the particular Plan design.  However, the Code places limitations
and restrictions on all Plans,  including on such items as: amounts of allowable
contributions;  form,  manner and timing of  distributions;  transferability  of
benefits;  vesting and  nonforfeitability  of  interests;  nondiscrimination  in
eligibility  and   participation;   and  the  tax  treatment  of  distributions,
withdrawals  and  surrenders.  (See "Tax  Treatment of  Withdrawals  - Qualified
Contracts.")  Purchasers of Contracts for use with an H.R. 10 Plan should obtain
competent  tax  advice  as to the  tax  treatment  and  suitability  of  such an
investment.

b.  Tax-Sheltered Annuities

    Section 403(b) of the Code permits the purchase of "tax-sheltered annuities"
by  public   schools  and  certain   charitable,   educational   and  scientific
organizations  described  in Section  501(c)(3)  of the Code.  These  qualifying
employers  may make  contributions  to the  Contracts  for the  benefit of their
employees.  Such  contributions  are not  includible  in the gross income of the
employee until the employee receives distributions from the Contract. The amount
of  contributions  to the  tax-sheltered  annuity is limited to certain maximums
imposed by the Code.  Furthermore,  the Code sets forth additional  restrictions
governing such items as transferability,  distributions,  nondiscrimination  and
withdrawals.  (See "Tax  Treatment of  Withdrawals  - Qualified  Contracts"  and
"Tax-Sheltered  Annuities -  Withdrawal  Limitations.")  Employee  loans are not
allowed under these  Contracts.  Any employee should obtain competent tax advice
as to the tax treatment and suitability of such an investment.

c.  Individual Retirement Annuities

    Section 408(b) of the Code permits eligible  individuals to contribute to an
individual  retirement  program  known  as an  "Individual  Retirement  Annuity"
("IRA"). Under applicable limitations,  certain amounts may be contributed to an
IRA which may 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 - Qualified 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.  Sales of
Contracts for use with IRAs 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.

d.  Corporate Pension and Profit-Sharing Plans

    Sections  401(a)  and  401(k)  of the Code  permit  corporate  employers  to
establish  various types of retirement  plans for  employees.  These  retirement
plans may permit the  purchase of the  Contracts to provide  benefits  under the
Plan.  Contributions  to the  Plan  for the  benefit  of  employees  will not be
includible in the gross income of the employee until  distributed from the Plan.
The tax  consequences  to participants  may vary,  depending upon the particular
Plan design. However, the Code places limitations and restrictions on all Plans,
including on such items as: amount of allowable contributions;  form, manner and
timing   of   distributions;    transferability   of   benefits;   vesting   and
nonforfeitability   of   interests;   nondiscrimination   in   eligibility   and
participation;   and  the  tax  treatment  of  distributions,   withdrawals  and
surrenders.  Participant loans are not allowed under the Contracts  purchased in
connection  with these Plans.  (See "Tax  Treatment of  Withdrawals  - Qualified
Contracts.")   Purchasers  of  Contracts  for  use  with  Corporate  Pension  or
Profit-Sharing  Plans should obtain competent tax advice as to the tax treatment
and suitability of such an investment.

Tax Treatment of Withdrawals -
Qualified Contracts

In the case of a withdrawal under a Qualified Contract, a ratable portion of the
amount  received is taxable,  generally  based on the ratio of the  individual's
cost basis to the individual's  total accrued benefit under the retirement plan.
Special tax rules may be available  for certain  distributions  from a Qualified
Contract.  Section  72(t) of the Code  imposes a 10%  penalty tax on the taxable
portion of any distribution from qualified retirement plans, including Contracts
issued and qualified under Code Sections 401 (H.R. 10 and Corporate  Pension and
Profit-Sharing  Plans), 403(b) (Tax-Sheltered  Annuities) and 408(b) (Individual
Retirement Annuities).  To the extent amounts are not includible in gross income
because  they have been  properly  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 Contract Owner or Annuitant (as applicable)  reaches age 591/2; (b)
distributions  following  the  death  or  disability  of the  Contract  Owner or
Annuitant (as applicable) (for this purpose  disability is as defined in Section
72(m)(7) of the Code); (c) after separation from service, distributions that are
part of  substantially  equal periodic  payments made not less  frequently  than
annually for the life (or life  expectancy)  of the Contract  Owner or Annuitant
(as applicable) or the joint lives (or joint life expectancies) of such Contract
Owner  or  Annuitant  (as  applicable)  and  his  designated  beneficiary;   (d)
distributions to a Contract Owner or Annuitant (as applicable) who has separated
from  service  after  he has  attained  age 55;  (e)  distributions  made to the
Contract Owner or Annuitant (as applicable) to the extent such  distributions do
not exceed the amount  allowable  as a deduction  under Code  Section 213 to the
Contract Owner or Annuitant (as  applicable) for amounts paid during the taxable
year for medical care; and (f) distributions made to an alternate payee pursuant
to a qualified domestic relations order.

The  exceptions  stated in items (d), (e) and (f) above do not apply in the case
of an Individual Retirement Annuity. The exception stated in item (c) applies to
an  Individual  Retirement  Annuity  without  the  requirement  that  there be a
separation from service.

   
Generally, distributions from a Qualified Plan must commence no later than April
1 of the calendar  year  following  the year in which the  employee  attains age
701/2.  Required  distributions  must be over a period not exceeding the life or
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.
    

Tax-Sheltered Annuities - Withdrawal Limitations

The Code limits the withdrawal of amounts  attributable  to  contributions  made
pursuant to a salary  reduction  agreement (as defined in Section  403(b)(11) of
the Code) to circumstances  only when the Contract Owner: (1) attains age 591/2;
(2) separates from service;  (3) dies; (4) becomes  disabled (within the meaning
of Section  72(m)(7)  of the  Code);  or (5) in the case of  hardship.  However,
withdrawals  for hardship are restricted to the portion of the Contract  Owner's
Contract Value which represents contributions by the Contract Owner and does not
include any investment results.  The limitations on withdrawals became effective
on January 1, 1989 and apply only to salary reduction  contributions  made after
December 31,  1988,  and to income  attributable  to such  contributions  and to
income  attributable to amounts held as of December 31, 1988. The limitations on
withdrawals  do not affect  rollovers and transfers  between  certain  Qualified
Plans. Contract Owners should consult their own tax counsel or other tax adviser
regarding any distributions.


Financial Statements
- --------------------------------------------------------------------------------

   
Audited  consolidated  financial statements of the Company and audited financial
statements  of the  Variable  Account as of and for the year ended  December 31,
1995  are  included  in  the  Statement  of  Additional  Information.  Unaudited
financial  statements of the Variable Account as of and for the six-month period
ended  June  30,  1996  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.

   
Appendix
- --------------------------------------------------------------------------------

Performance Information of Selected Public Funds

The Mutual Shares  Securities  Fund and Mutual  Discovery  Securities Fund ("New
Valuemark funds") are newly created series of Franklin  Valuemark Funds and have
no  performance  record.  The New  Valuemark  funds do,  however,  have the same
investment  objective  and  portfolio  managers,1  and  substantially  the  same
investment policies,  as two corresponding series of Franklin Mutual Series Fund
Inc.  (formerly  "Mutual Series Fund Inc.") which have been sold directly to the
public  ("Public  Funds").  Thus,  the  performance  of the Public  Funds may be
considered relevant by investors.

1 In November 1996,  Franklin  Resources, Inc., parent company of the investment
managers of the Franklin  Valuemark  Funds,  completed the  acquisition of Heine
Securities  Corporation,  the investment manager of Mutual Series Fund Inc. This
transaction  did  not,  however,  change  the  individuals  responsible  for the
day-to-day  operations  of  Franklin  Mutual  Series  Fund  Inc.,  who are  also
responsible for the day-to-day operations of the New Valuemark funds.

Part 1 of the chart shows the past  performance of the Public Funds, in terms of
average  annual total return over the periods  indicated.  Average  annual total
return  represents the average annual change in value of an investment  over the
stated  periods,  assuming  reinvestment  of dividends  and capital gains at net
asset value.  These  figures  reflect the deduction of the  historical  fees and
expenses paid by the Public Funds, which have been sold without sales charges.

Part 2 shows hypothetical performance of Accumulation Units of the New Valuemark
funds, based on the past average annual total return of the Public Funds and the
deduction  of all  current  recurring  expenses  of  the  Separate  Account,  as
described above in this Prospectus.  These figures do not reflect any Contingent
Deferred Sales Charge or Annual Contract  Maintenance  Charge, and have not been
restated to reflect the higher  expenses of the New Valuemark  funds,  which are
also  described in this  Prospectus;  all of which would lower the  hypothetical
performance shown.

Part 3 shows hypothetical performance of Accumulation Units of the New Valuemark
funds, based on the past average annual total return of the Public Funds and the
deduction of all current recurring expenses of the Separate Account,  as well as
deduction of the applicable Contingent Deferred Sales Charge and Annual Contract
Maintenance  Charge,  as described above in this Prospectus.  These figures have
not been  restated to reflect the higher  expenses of the New  Valuemark  funds,
which  are  also  described  in  this  Prospectus  and  which  would  lower  the
hypothetical performance shown.

Past performance cannot predict or guarantee future results of the New Valuemark
funds. In addition, the investment performance of the New Portfolios will differ
from the  performance  of the Public  Funds  because of  product  and  portfolio
differences,  including differences in portfolio size, the investments held, the
timing of purchases of similar  investments,  cash flows,  minor  differences in
certain  investment  policies,  insurance  product  related tax  diversification
requirements,  state insurance  regulations,  and additional  administrative and
insurance  costs  associated with insurance  company  separate  accounts.  These
figures are not adjusted for tax consequences.
    



<PAGE>
   
<TABLE>
<CAPTION>

1. Public Funds' Historical Performance

                                                                                         Since    Inception
            Periods Ended 9/30/96:                   One-Year   Five-Years  Ten-Years  Inception    Date
- ----------------------------------------------------------------------------------------------------------------
            <S>                                      <C>        <C>         <C>        <C>        <C>
            Mutual Discovery Fund.................    18.52%        --         --       21.90%    12/31/92
            Mutual Shares Fund....................    13.59%     17.47%     14.87%        --       7/1/49


2. Hypothetical Accumulation Unit Performance (includes all current recurring expenses of the Separate Account)
                                                                                         Since    Inception
            Periods Ended 9/30/96:                   One-Year   Five-Years  Ten-Years  Inception    Date
- ----------------------------------------------------------------------------------------------------------------

            Mutual Discovery Securities
             Sub-Account .........................    16.82%        --         --       20.14%    12/31/92
            Mutual Shares Securities
             Sub-Account .........................    11.92%     15.74%     13.20%        --       7/1/49

3.  Hypothetical  Accumulation  Unit  Performance  (includes  all current  recurring  expenses of the Separate  Account and
    deduction of the Contingent Deferred Sales Charge and Annual Contract Maintenance Charge)
                                                                                         Since    Inception
            Periods Ended 9/30/96:                   One-Year   Five-Years  Ten-Years  Inception    Date
- ----------------------------------------------------------------------------------------------------------------

            Mutual Discovery Securities
             Sub-Account..........................    11.62%        --         --       19.92%    12/31/92
            Mutual Shares Securities
             Sub-Account..........................     6.72%     15.57%     13.17%        --       7/1/49
</TABLE>
    


<TABLE>
<CAPTION>
Table of Contents of the
Statement of Additional Information
- -------------------------------------------------------
   
Item                                               Page
<S>                                                   <C>
Company..........................................     2
Experts..........................................     2
Legal Opinions...................................     2
Distributor......................................     2
Calculation of Performance Data..................     2
 Total Return ...................................     2
 Yield...........................................     2
 Performance Ranking.............................     3
 Performance Information.........................     3
Annuity Provisions...............................     8
 Variable Annuity Payout.........................     8
 Annuity Unit Value .............................     8
 Fixed Annuity Payout............................     8
Financial Statements.............................     8
    
</TABLE>

<PAGE>
                                    PART B

                       STATEMENT OF ADDITIONAL INFORMATION

   
                           INDIVIDUAL FLEXIBLE PAYMENT
                           VARIABLE ANNUITY CONTRACTS
                                    issued by
                         ALLIANZ LIFE VARIABLE ACCOUNT B
                                       and
                 ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
                                November 8, 1996
    

THIS IS NOT A PROSPECTUS.  THIS  STATEMENT OF ADDITIONAL  INFORMATION  SHOULD BE
READ IN CONJUNCTION  WITH THE PROSPECTUS  FOR THE  INDIVIDUAL  FLEXIBLE  PAYMENT
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
8, 1996, AND AS MAY BE AMENDED FROM TIME TO TIME.

<TABLE>
<CAPTION>
Table of Contents
- ------------------------------------------------------
Contents                                          Page
<S>                                                  <C>
Company.........................................     2
Experts.........................................     2
Legal Opinions..................................     2
Distributor.....................................     2
Calculation of Performance Data.................     2
 Total Return...................................     2
 Yield..........................................     2
 Performance Ranking............................     3
 Performance Information........................     3
Annuity Provisions..............................     8
 Variable Annuity Payout........................     8
 Annuity Unit Value.............................     8
 Fixed Annuity Payout...........................     8
Financial Statements............................     8
</TABLE>
                                                                   VMB SAI 11/96
    



<PAGE>

Company
- --------------------------------------------------------------------------------
Information  regarding  Allianz  Life  Insurance  Company of North  America (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.  The  Company  is  rated  A+  (Superior)  by A.M.  BEST,  an
independent  analyst of the insurance  industry.  The  financial  strength of an
insurance  company may be  relevant  insofar as the ability of a company to make
fixed annuity payments from its general account.

Experts
- --------------------------------------------------------------------------------

   
The financial statements of Allianz Life Variable Account B and the consolidated
financial  statements  of the Company as of and for the year ended  December 31,
1995 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
- --------------------------------------------------------------------------------
   
Total Return

From time to time,  the  Company  may  advertise  the  performance  data for the
Sub-Accounts in advertisements and Contract Owner communications. Such data will
show the  percentage  change in the value of an  accumulation  unit based on the
performance  of a Sub-Account  over a stated period of time,  usually a calendar
year,  which is  determined  by dividing the increase (or decrease) in value for
that unit by the accumulation unit value at the beginning of the period.

Any such  advertisement  will include total return  figures for the time periods
indicated  in the  advertisement.  Such total  return  figures  will reflect the
deduction of a 1.25% Mortality and Expense Risk Charge,  a 0.15%  Administrative
Expense  Charge,  the fees of the  Funds  being  advertised  and any  applicable
Contingent Deferred Sales Charge and Contract Maintenance Charge  ("Standardized
Total Return").  The Contingent  Deferred Sales Charge and Contract  Maintenance
Charge  deductions are calculated  assuming a Contract is surrendered at the end
of the reporting period.

The hypothetical value of a Contract purchased for the time periods described in
the  advertisement  will be  determined  by using the actual  accumulation  unit
values for an initial  $1,000  purchase  payment,  and deducting any  applicable
Contingent  Deferred Sales Charge and Contract  Maintenance  Charge to arrive at
the  ending  hypothetical  value.  The  average  annual  total  return  is  then
determined by computing the fixed interest rate that a $1,000  purchase  payment
would have to earn annually,  compounded  annually,  to grow to the hypothetical
value  at the end of the  time  periods  described.  The  formula  used in these
calculations is:
                                P (1 + T)n = ERV

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 purchase payment made at
      the beginning of the period at the end of the period.

The Company may also advertise  performance data which will be calculated in the
same manner as described  above but which will not reflect the  deduction of the
Contingent   Deferred   Sales  Charge  and  the  Contract   Maintenance   Charge
("Non-Standardized  Total Return").  Cumulative  total return is calculated in a
similar  manner as described  above except that the results are not  annualized.
The Company may also  advertise  cumulative  and total return  information  over
different periods of time.

The Company may also  present  performance  information  computed on a different
basis.

<PAGE>

Yield

The Money Market  Sub-Account.  The Company may advertise yield  information for
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 the  Contract  Maintenance  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  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 accumulation 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
accumulation  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,  Administrative  Expense
Charge and Contract Maintenance 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.)

   
For the seven-day period ending on 6/30/96,  the Money Market  Sub-Account had a
current yield of 3.47% and an effective yield of 3.53%.

Other  Sub-Accounts.  The Company may also quote current yield in advertisements
and Contract Owner  communications for the other Sub-Accounts.  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
accumulation  unit  earned  during  the  period  (minus  the  deduction  for the
Mortality and Expense Risk Charge,  Administrative  Expense  Charge and Contract
Maintenance Charge) by the accumulation unit value on the last day of the period
and annualizing the resulting figure, according to the following formula:

                          Yield = 2 [((a-b) + 1)6 - 1]
                                      -----
                                       cd
where:
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  accumulation  units  outstanding  during the
    period;
d = the  maximum  offering  price per  accumulation  unit on the last day of the
    period.

   
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 that no Contingent Deferred Sales Charges have been deducted
(see the Prospectus  for  information  regarding the  Contingent  Deferred Sales
Charge).  The Company does not currently  advertise  yield  information  for any
Sub-Account (other than the Money Market Sub-Account).

Performance Ranking

Total  return  information  for the  Sub-Accounts  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,  evaluation of performance by independent sources may also be
used in  advertisements  and in information  furnished to present or prospective
Contract Owners.

Performance Information

Total  returns  quoted in  advertising  reflect all  aspects of a  Sub-Account's
return,  including the automatic reinvestment by Allianz Life Variable Account B
of all  distributions  and any change in a Sub-Account's  value over the period.
The  following  chart shows the average  annual total  return on a  hypothetical
investment  in the  Sub-Accounts  for the last  year,  from  the  date  that the
Sub-Account began operations,  and, for Sub-Accounts in existence for five years
or more, for five years,  through June 30, 1996. In addition,  cumulative  total
returns for the periods shown through June 30, 1996, are presented.  The returns
reflect the deduction of the  Mortality and Expense Risk Charge,  Administrative
Expense  Charge and the actual fees and expenses paid by each Fund and are shown
both with and without the deduction of the Contingent  Deferred Sales Charge and
Contract Maintenance Charge.


<PAGE>


<TABLE>
<CAPTION>
Standardized Total Return
Franklin Valuemark II/III
Average Annual Total Return for the periods ended June 30, 1996:
With Contingent Deferred Sales Charge and Other Charges

                                                         Franklin Valuemark II            Franklin Valuemark III
                                                     ------------------------------   ------------------------------
                                        Inception     One       Five        Since      One       Five        Since
Sub-Account                               Date        Year      Year      Inception    Year      Year      Inception
- --------------------------------------------------------------------------------------------------------------------
<S>                                       <C>        <C>        <C>       <C>          <C>       <C>       <C>
Capital Growth.......................     5/1/96       NA         NA         NA         NA         NA         NA
Growth and Income....................    1/24/89     15.70%       11.39%      8.25%     14.85%     11.39%    8.25%
High Income..........................    1/24/89      3.76%       10.83%      7.95%      2.91%     10.83%    7.95%
Income Securities....................    1/24/89      7.70%       11.00%     10.01%      6.85%     11.00%   10.01%
Money Market.........................    1/24/89     -0.44%        2.43%      3.62%     -1.29%      2.43%    3.62%
Precious Metals......................    1/24/89      4.19%        6.75%      5.71%      3.34%      6.75%    5.71%
Real Estate Securities...............    1/24/89     14.83%       12.20%      9.11%     13.98%     12.20%    9.11%
Rising Dividends.....................    1/27/92     16.27%       NA          6.50%     15.42%     NA        6.50%
Small Cap............................    11/1/95       NA         NA         NA         NA         NA         NA
Templeton Developing
 Markets Equity......................    3/15/94      9.62%       NA          3.31%      8.77%     NA        3.31%
Templeton Global
 Asset Allocation....................     5/1/95      8.39%       NA          8.61%      7.54%     NA        8.61%
Templeton Global Growth..............    3/15/94     10.61%       NA          9.15%      9.76%     NA        9.15%
Templeton Global
 Income Securities*..................    1/24/89      1.66%        5.31%      6.09%      0.81%      5.31%    6.09%
Templeton International
 Equity..............................    1/27/92      9.39%       NA          9.08%      8.54%     NA        9.08%
Templeton International
 Smaller Companies...................     5/1/96       NA         NA         NA         NA         NA         NA
Templeton Pacific Growth.............    1/27/92     12.29%       NA          9.73%     11.44%     NA        9.73%
U.S. Government Securities...........    3/14/89     -1.13%        6.37%      6.51%     -1.98%      6.37%    6.51%
Utility Equity.......................    1/24/89     15.65%       10.08%      9.90%     14.80%     10.08%    9.90%
Zero Coupon - 2000...................    3/14/89     -1.94%        8.76%      8.12%     -2.79%      8.76%    8.12%
Zero Coupon - 2005...................    3/14/89     -2.64%       10.92%      9.41%     -3.49%     10.92%    9.41%
Zero Coupon - 2010...................    3/14/89     -2.76%       12.37%      9.81%     -3.61%     12.37%    9.81%

<FN>
As of June 30, 1996, the Mutual Discovery Securities  Sub-Account and the Mutual
 Shares Securities Sub-Account had not yet commenced operations.
*Prior to May 1, 1996, the Templeton  Global Income  Securities  Sub-Account was
 known as the Global Income Sub-Account.
</FN>
</TABLE>


<PAGE>


<TABLE>
<CAPTION>
Non-Standardized Total Return
Franklin Valuemark II/III
Total Return for the periods ended June 30, 1996:
Without Contingent Deferred Sales Charge or Contract Maintenance Charge

                                                           Total Return                   Cumulative Total Return
                                             ---------------------------------------  ------------------------------
                                Inception     One       Three     Five       Since     Three      Five       Since
Sub-Account                       Date        Year      Year      Year     Inception   Year       Year     Inception
- --------------------------------------------------------------------------------------------------------------------
<S>                             <C>           <C>       <C>       <C>      <C>         <C>        <C>      <C>
Capital Growth...............     5/1/96       NA        NA         NA          1.57%    NA         NA       1.57%
Growth and Income............    1/24/89       20.05%    12.10%     11.53%      8.34%    40.87%     72.54%  81.42%
High Income..................    1/24/89        8.11%     7.44%     10.96%      8.04%    24.03%     68.23%  77.77%
Income Securities............    1/24/89       12.05%     7.08%     11.13%     10.09%    22.76%     69.51% 104.41%
Money Market.................    1/24/89        3.91%     3.02%      2.60%      3.72%     9.33%     13.68%  31.16%
Precious Metals..............    1/24/89        8.54%     5.56%      6.89%      5.81%    17.62%     39.56%  52.13%
Real Estate Securities.......    1/24/89       19.18%     9.34%     12.33%      9.20%    30.70%     78.85%  92.35%
Rising Dividends.............    1/27/92       20.62%     9.20%     NA          6.67%    30.20%     NA      33.11%
Small Cap....................    11/1/95       NA        NA         NA         19.71%    NA         NA      19.71%
Templeton Developing
 Markets Equity..............    3/15/94       13.97%    NA         NA          4.36%    NA         NA      10.30%
Templeton Global Asset
 Allocation..................     5/1/95       12.74%    NA         NA         11.73%    NA         NA      13.82%
Templeton Global
 Growth......................    3/15/94       14.96%    NA         NA         10.13%    NA         NA      24.79%
Templeton Global Income
 Securities*.................    1/24/89        6.01%     3.92%      5.46%      6.17%    12.21%     30.45%  56.10%
Templeton International
 Equity......................    1/27/92       13.74%    13.84%     NA          9.25%    47.52%     NA      47.92%
Templeton International
 Smaller Companies...........     5/1/96       NA        NA         NA          3.07%    NA         NA       3.07%
Templeton Pacific
 Growth......................    1/27/92       16.64%    11.71%     NA          9.89%    39.40%     NA      51.81%
U.S. Government
 Securities..................    3/14/89        3.22%     3.29%      6.51%      6.60%    10.19%     37.09%  59.48%
Utility Equity...............    1/24/89       20.00%     5.25%     10.21%      9.98%    16.59%     62.61% 102.87%
Zero Coupon - 2000...........    3/14/89        2.41%     2.93%      8.89%      8.21%     9.04%     53.12%  77.86%
Zero Coupon - 2005...........    3/14/89        1.71%     3.59%     11.04%      9.49%    11.15%     68.83%  93.87%
Zero Coupon - 2010...........    3/14/89        1.59%     5.40%     12.49%      9.89%    17.08%     80.13%  99.07%

<FN>
As of June 30, 1996, the Mutual Discovery Securities  Sub-Account and the Mutual
 Shares Securities Sub-Account had not yet commenced operations.
*Prior to May 1, 1996, the Templeton  Global Income  Securities  Sub-Account was
 known as the Global Income Sub-Account.
</FN>
</TABLE>


<PAGE>


<TABLE>
<CAPTION>
Non-Standardized Total Return
Franklin Valuemark III
Total Return for the periods ended June 30, 1996:
With Contingent Deferred Sales Charge and Other Charges
                                                                                                     Cumulative
                                                                          Total Return              Total Return
                                                                ------------------------------  --------------------
                                                   Inception     One        Three     Since      Three       Since
Sub-Account                                          Date        Year       Year    Inception    Year      Inception
- --------------------------------------------------------------------------------------------------------------------
<S>                                                <C>          <C>         <C>     <C>          <C>       <C>
Capital Growth..................................     5/1/96       NA         NA         -3.63%     NA       -3.63%
Growth and Income...............................    1/24/89       14.85%     11.42%      8.25%     38.31%   80.29%
High Income.....................................    1/24/89        2.91%      6.71%      7.95%     21.50%   76.68%
Income Securities...............................    1/24/89        6.85%      6.33%     10.01%     20.23%  103.29%
Money Market....................................    1/24/89       -1.29%      2.22%      3.62%      6.81%   30.28%
Precious Metals.................................    1/24/89        3.34%      4.80%      5.71%     15.10%   51.14%
Real Estate Securities..........................    1/24/89       13.98%      8.62%      9.11%     28.16%   91.20%
Rising Dividends................................    1/27/92       15.42%      8.48%      6.50%     27.64%   32.14%
Small Cap.......................................    11/1/95       NA         NA         14.51%     NA       14.51%
Templeton Developing Markets Equity.............    3/15/94        8.77%     NA          3.31%     NA        7.77%
Templeton Global Asset Allocation...............     5/1/95        7.54%     NA          8.61%     NA       10.12%
Templeton Global Growth.........................    3/15/94        9.76%     NA          9.15%     NA       22.26%
Templeton Global Income Securities*.............    1/24/89        0.81%      3.13%      6.09%      9.69%   55.16%
Templeton International Equity..................    1/27/92        8.54%     13.18%      9.08%     44.98%   46.94%
Templeton International Smaller
 Companies......................................     5/1/96       NA         NA         -2.13%     NA       -2.13%
Templeton Pacific Growth........................    1/27/92       11.44%     11.03%      9.73%     36.87%   50.84%
U.S. Government Securities......................    3/14/89       -1.98%      2.49%      6.51%      7.67%   58.52%
Utility Equity..................................    1/24/89       14.80%      4.47%      9.90%     14.03%  101.80%
Zero Coupon - 2000..............................    3/14/89       -2.79%      2.13%      8.12%      6.52%   76.86%
Zero Coupon - 2005..............................    3/14/89       -3.49%      2.80%      9.41%      8.62%   92.82%
Zero Coupon - 2010..............................    3/14/89       -3.61%      4.63%      9.81%     14.55%   97.98%

<FN>
As of June 30, 1996, the Mutual Discovery Securities  Sub-Account and the Mutual
 Shares Securities Sub-Account had not yet commenced operations.
*Prior to May 1, 1996, the Templeton  Global Income  Securities  Sub-Account was
 known as the Global Income Sub-Account.
</FN>
</TABLE>


<PAGE>


<TABLE>
<CAPTION>
Non-Standardized Total Return
Franklin Valuemark II
Total Return for the periods ended June 30, 1996:
With Contingent Deferred Sales Charge and Other Charges
                                                                                                     Cumulative
                                                                          Total Return              Total Return
                                                                ------------------------------  --------------------
                                                   Inception     One        Three     Since      Three       Since
Sub-Account                                          Date        Year       Year    Inception    Year      Inception
- --------------------------------------------------------------------------------------------------------------------
<S>                                                <C>           <C>        <C>     <C>          <C>       <C>
Capital Growth..................................     5/1/96       NA         NA         -2.78%     NA       -2.78%
Growth and Income...............................    1/24/89       15.70%     11.42%      8.25%     38.31%   80.29%
High Income.....................................    1/24/89        3.76%      6.71%      7.95%     21.50%   76.68%
Income Securities...............................    1/24/89        7.70%      6.33%     10.01%     20.23%  103.29%
Money Market....................................    1/24/89       -0.44%      2.22%      3.62%      6.81%   30.28%
Precious Metals.................................    1/24/89        4.19%      4.80%      5.71%     15.10%   51.14%
Real Estate Securities..........................    1/24/89       14.83%      8.62%      9.11%     28.16%   91.20%
Rising Dividends................................    1/27/92       16.27%      8.48%      6.50%     27.64%   32.14%
Small Cap.......................................    11/1/95       NA         NA         15.36%     NA       15.36%
Templeton Developing Markets Equity.............    3/15/94        9.62%     NA          3.31%     NA        7.77%
Templeton Global Asset Allocation...............     5/1/95        8.39%     NA          8.61%     NA       10.12%
Templeton Global Growth.........................    3/15/94       10.61%     NA          9.15%     NA       22.26%
Templeton Global Income Securities*.............    1/24/89        1.66%      3.13%      6.09%      9.69%   55.16%
Templeton International Equity..................    1/27/92        9.39%     13.18%      9.08%     44.98%   46.94%
Templeton International Smaller
 Companies......................................     5/1/96       NA         NA         -1.28%     NA       -1.28%
Templeton Pacific Growth........................    1/27/92       12.29%     11.03%      9.73%     36.87%   50.84%
U.S. Government Securities......................    3/14/89       -1.13%      2.49%      6.51%      7.67%   58.52%
Utility Equity..................................    1/24/89       15.65%      4.47%      9.90%     14.03%  101.80%
Zero Coupon - 2000..............................    3/14/89       -1.94%      2.13%      8.12%      6.52%   76.86%
Zero Coupon - 2005..............................    3/14/89       -2.64%      2.80%      9.41%      8.62%   92.82%
Zero Coupon - 2010..............................    3/14/89       -2.76%      4.63%      9.81%     14.55%   97.98%

<FN>
As of June 30, 1996, the Mutual Discovery Securities  Sub-Account and the Mutual
 Shares Securities Sub-Account had not yet commenced operations.
*Prior to May 1, 1996, the Templeton  Global Income  Securities  Sub-Account was
 known as the Global Income Sub-Account.
</FN>
</TABLE>

Contract  Owners should note that  investment  results will fluctuate over time,
and any  presentation of 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 may be in any future period.     

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 investment results
of the applicable  Sub-Account(s) of the Variable  Account.  At the Income 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.  Both
sex distinct and unisex Annuity Tables are utilized by the Company, depending on
the state and type of  Contract.  If, as of the Income  Date,  the then  current
Annuity  Option rates  applicable  to this class of  Contracts  provide a larger
income than that guaranteed for the same form of annuity under the Contract, the
larger  amount will be paid.  The dollar  amount of annuity  payments  after the
first is determined as follows:

1. The dollar amount of the first annuity  payment is divided by the value of an
Annuity Unit as of the Income 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. The fixed number of Annuity Units is multiplied by the Annuity Unit value for
the last Valuation Period of the month preceding the month for which the payment
is due. This result is the dollar amount of the payment.

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.


<PAGE>

   
Annuity Unit Value

The value of an Annuity  Unit for a  Sub-Account  is  determined  (see below) by
subtracting (2) from (1),  dividing the result by (3) and multiplying the result
by  .999866337248  (.999866337248  is the daily factor to neutralize the assumed
net investment  rate of 5% per annum which is built into the annuity rate table)
where:

1.  is the net result of
    a. the assets of the  Sub-Account attributable to the Annuity Units; plus or
       minus
    b. the cumulative charge or credit for taxes reserved which is determined by
       the Company to have resulted from the operation of the Sub-Account;

2.  is the cumulative unpaid charge for the Mortality and Expense Risk Charge 
    and for the Administrative Expense Charge; and

3.  is the number of Annuity Units outstanding at the end of the Valuation
    Period.

The value of an Annuity Unit may increase or decrease from  Valuation  Period to
Valuation Period.
    

Fixed Annuity Payout

A fixed  annuity is an annuity with payments  which are  guaranteed as to dollar
amount by the  Company  and do not vary with the  investment  experience  of the
Variable Account.  The Fixed Account value on the day immediately  preceding the
Annuity Date will be used to determine the Fixed Annuity  monthly  payment.  The
monthly  Annuity  Payment will be based upon the  Contract  Value at the time of
annuitization,  the Annuity  Option  selected,  the age of the annuitant and any
joint  annuitant  and the sex of the  annuitant  and any joint  annuitant  where
allowed.

Financial Statements
- --------------------------------------------------------------------------------

   
The audited  consolidated  financial statements of the Company as of and for the
year ended  December 31, 1995,  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 and
for the year ended  December  31, 1995 are also  included  herein.  In addition,
unaudited  financial  statements  of the  Variable  Account  as of and  for  the
six-month period ended June 30, 1996 are included herein.     




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

Financial Statements

Statements of Assets and Liabilities
June 30, 1996 (unaudited)
(In thousands except per unit data)

                                                                                                                         U.S.
                                                               Money    Growth and   Precious    High    Real Estate  Government
                                                              Market      Income      Metals    Income   Securities   Securities
                                                               Fund        Fund        Fund      Fund       Fund         Fund
                                                              -------     -------     ------    ------     -------     --------
<S>                                                          <C>        <C>          <C>        <C>      <C>          <C>
Investments at net asset value:
 Franklin Valuemark Funds:
  Money Market Fund, 398,601 shares,
   cost $398,601..........................................   $398,601           -          -          -           -            -
  Growth and Income Fund, 55,439 shares,
   cost $783,080..........................................          -     899,223          -          -           -            -
  Precious Metals Fund, 7,577 shares,
   cost $110,698..........................................          -           -    113,044          -           -            -
  High Income Fund, 25,605 shares,
   cost $326,481..........................................          -           -          -    330,309           -            -
  Real Estate Securities Fund, 12,189 shares,
   cost $187,133..........................................          -           -          -          -     218,175            -
  U.S. Government Securities Fund, 39,660 shares,
   cost $512,991..........................................          -           -          -          -           -      508,039
                                                             --------     -------    -------    -------     -------      -------
     Total assets.........................................    398,601     899,223    113,044    330,309     218,175      508,039
                                                             --------     -------    -------    -------     -------      -------
Liabilities:
 Accrued mortality and expense risk charges...............         49          25          9         16          12           23
 Accrued administrative charges...........................          6           3          1          2           1            3
                                                             --------     -------    -------    -------     -------      -------
     Total liabilities....................................         55          28         10         18          13           26
                                                             --------     -------    -------    -------     -------      -------
     Net assets...........................................   $398,546     899,195    113,034    330,291     218,162      508,013
                                                             ========     =======    =======    =======     =======      =======
Contract owners' equity:
 Contracts in accumulation period (note 6)................   $398,366     897,554    113,034    330,267     218,132      507,982
 Contracts in annuity payment period (note 2).............        180       1,641          -         24          30           31
                                                             --------     -------    -------    -------     -------      -------
     Total contract owners' equity........................   $398,546     899,195    113,034    330,291     218,162      508,013
                                                             ========     =======    =======    =======     =======      =======
 Accumulation units outstanding...........................     30,373      49,475      7,430     18,578      11,340       31,853
                                                             ========     =======    =======    =======     =======      =======
 Accumulation unit value per unit.........................    $13.116      18.142     15.213     17.777      19.235       15.948
                                                             ========     =======    =======    =======     =======      =======
<FN>
See accompanying notes to unaudited financial statements.
</FN>
</TABLE>
<PAGE>

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

Financial Statements (cont.)

Statements of Assets and Liabilities (cont.)
June 30, 1996 (unaudited)
(In thousands except per unit data)

                                                                                                        Templeton     Investment
                                                      Utility       Zero        Zero         Zero     Global Income      Grade
                                                      Equity       Coupon      Coupon       Coupon     Securities    Intermediate
                                                       Fund      Fund - 2000 Fund - 2005  Fund - 2010     Fund         Bond Fund
                                                     --------      -------    --------      -------     ---------      ---------
<S>                                                 <C>          <C>         <C>          <C>         <C>            <C>
Investments at net asset value:
 Franklin Valuemark Funds:
  Utility Equity Fund, 68,479 shares,
   cost $1,075,761...............................   $1,214,138            -           -           -             -             -
  Zero Coupon Fund - 2000, 7,268 shares,
   cost $101,556.................................            -      105,532           -           -             -             -
  Zero Coupon Fund - 2005, 4,581 shares,
   cost $67,112..................................            -            -      70,268           -             -             -
  Zero Coupon Fund - 2010, 4,674 shares,
   cost $70,608..................................            -            -           -      69,920             -             -
  Templeton Global Income Securities Fund,
   15,967 shares, cost $202,997..................            -            -           -           -       200,860             -
  Investment Grade Intermediate Bond Fund,
   10,890 shares, cost $144,237..................            -            -           -           -             -       145,928
                                                    ----------      -------      ------      ------       -------       -------
      Total assets...............................    1,214,138      105,532      70,268      69,920       200,860       145,928
                                                    ----------      -------      ------      ------       -------       -------
Liabilities:
 Accrued mortality and expense risk charges......           40            8           8           8            13             9
 Accrued administrative charges..................            5            1           1           1             1             1
                                                    ----------      -------      ------      ------       -------       -------
      Total liabilities..........................           45            9           9           9            14            10
                                                    ----------      -------      ------      ------       -------       -------
      Net assets..................................  $1,214,093      105,523      70,259      69,911       200,846       145,918
                                                    ==========      =======      ======      ======       =======       =======
Contract owners' equity:
 Contracts in accumulation period (note 6).......   $1,212,889      105,523      70,259      69,911       200,846       145,908
 Contracts in annuity payment period (note 2)....        1,204            -           -           -             -            10
                                                    ----------      -------      ------      ------       -------       -------
      Total contract owners' equity..............   $1,214,093      105,523      70,259      69,911       200,846       145,918
                                                    ==========      =======      ======      ======       =======       =======
 Accumulation units outstanding..................       59,785        5,933       3,624       3,512        12,866         9,429
                                                    ==========      =======      ======      ======       =======       =======
 Accumulation unit value per unit................      $20.287       17.786      19.387      19.907        15.610        15.475
                                                    ==========      =======      ======      ======       =======       =======
<FN>
See accompanying notes to unaudited financial statements.
</FN>
</TABLE>
<PAGE>

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

Financial Statements (cont.)

Statements of Assets and Liabilities (cont.)
June 30, 1996 (unaudited)
(In thousands except per unit data)

                                                                   Adjustable   Templeton               Templeton    Templeton
                                                        Income        U.S.       Pacific    Rising    International  Developing
                                                      Securities   Government    Growth    Dividends     Equity    Markets Equity
                                                         Fund         Fund        Fund       Fund         Fund          Fund
                                                       --------     --------     -------    ------      --------    ----------
<S>                                                   <C>          <C>          <C>        <C>        <C>          <C>
Investments at net asset value:
 Franklin Valuemark Funds:
  Income Securities Fund, 75,582 shares,
   cost $1,122,487.................................   $1,216,115           -           -          -            -             -
  Adjustable U.S. Government Fund, 15,685 shares,
   cost $169,163...................................            -     160,297           -          -            -             -
  Templeton Pacific Growth Fund, 24,302 shares,
   cost $331,297...................................            -           -     362,098          -            -             -
  Rising Dividends Fund, 34,634 shares,
   cost $376,653...................................            -           -           -    460,631            -             -
  Templeton International Equity Fund,
   66,570 shares, cost $840,754....................            -           -           -          -      939,298             -
  Templeton Developing Markets Equity Fund,
   21,811 shares, cost $224,677....................            -           -           -          -            -       241,015
                                                      ----------     -------     -------    -------      -------       -------
      Total assets.................................    1,216,115     160,297     362,098    460,631      939,298       241,015
                                                      ----------     -------     -------    -------      -------       -------
Liabilities:
 Accrued mortality and expense risk charges........           27          11          13         14           59             1
 Accrued administrative charges....................            3           1           1          2            7             -
                                                      ----------     -------     -------    -------      -------       -------
      Total liabilities............................           30          12          14         16           66             1
                                                      ----------     -------     -------    -------      -------       -------
      Net assets...................................   $1,216,085     160,285     362,084    460,615      939,232       241,014
                                                      ==========     =======     =======    =======      =======       =======
Contract owners' equity:
 Contracts in accumulation period (note 6).........   $1,213,524     160,281     361,628    460,079      938,369       239,729
 Contracts in annuity payment period (note 2)......        2,561           4         456        536          863         1,285
                                                      ----------     -------     -------    -------      -------       -------
      Total contract owners' equity................   $1,216,085     160,285     362,084    460,615      939,232       241,014
                                                      ==========     =======     =======    =======      =======       =======
 Accumulation units outstanding....................       59,368      13,135      23,821     34,564       63,438        21,734
                                                      ==========     =======     =======    =======      =======       =======
 Accumulation unit value per unit..................      $20.441      12.203      15.181     13.311       14.792        11.030
                                                      ==========     =======     =======    =======      =======       =======
<FN>
See accompanying notes to unaudited financial statements.
</FN>
</TABLE>
<PAGE>

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

Financial Statements (cont.)

Statements of Assets and Liabilities (cont.)
June 30, 1996 (unaudited)
(In thousands except per unit data)

                                                                                                           Templeton
                                                              Templeton    Templeton                     International
                                                               Global    Global Asset   Small   Capital     Smaller      Total
                                                               Growth     Allocation     Cap    Growth     Companies      All
                                                                Fund         Fund       Fund     Fund        Fund        Funds
                                                               -------     --------     -----    -----     --------     -------
<S>                                                           <C>        <C>           <C>      <C>      <C>           <C>
Investments at net asset value:
 Franklin Valuemark Funds:
  Templeton Global Growth Fund, 35,996 shares,
   cost $403,424...........................................   $453,914            -         -        -            -
  Templeton Global Asset Allocation Fund, 2,838 shares,
   cost $30,473............................................          -       32,269         -        -            -
  Small Cap Fund, 8,157 shares, cost $93,765...............          -            -    99,113        -            -
  Capital Growth Fund, 477 shares, cost $4,853.............          -            -         -    4,859            -
  Templeton International Smaller Companies Fund,
   523 shares, cost $5,285.................................          -            -         -        -        5,406
                                                              --------       ------    ------   ------       ------
      Total assets.........................................    453,914       32,269    99,113    4,859        5,406    8,249,052
                                                              --------       ------    ------   ------       ------    ---------
Liabilities:
 Accrued mortality and expense risk charges................          3            5         8        8           12          381
 Accrued administrative charges............................          1            1         1        1            2           46
                                                               -------       ------    ------   ------       ------    ---------
      Total liabilities....................................          4            6         9        9           14          427
                                                               -------       ------    ------   ------       ------    ---------
      Net assets.. ........................................   $453,910       32,263    99,104    4,850        5,392    8,248,625
                                                              ========       ======    ======   ======       ======    =========
Contract owners' equity:
 Contracts in accumulation period (note 6).................   $451,555       32,064    98,832    4,850        5,369    8,236,951
 Contracts in annuity payment period (note 2)..............      2,355          199       272        -           23       11,674
                                                              --------       ------    ------   ------       ------    ---------
      Total contract owners' equity........................   $453,910       32,263    99,104    4,850        5,392    8,248,625
                                                              ========       ======    ======   ======       ======    =========
 Accumulation units outstanding............................     36,185        2,817     8,256      478          521      508,515
                                                              ========       ======    ======   ======       ======    =========
 Accumulation unit value per unit..........................    $12.479       11.382    11.971   10.157       10.307
                                                              ========       ======    ======   ======       ======
<FN>
See accompanying notes to unaudited financial statements.
</FN>
</TABLE>
<PAGE>

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

Financial Statements (cont.)

Statements of Operations
For the period ended June 30, 1996 (unaudited)
(In thousands)

                                                                                                                        U.S.
                                                              Money    Growth and  Precious     High     Real Estate Government
                                                             Market      Income     Metals     Income    Securities  Securities
                                                              Fund        Fund       Fund       Fund        Fund        Fund
                                                            --------     -------    ------     ------      -------    --------
<S>                                                         <C>        <C>         <C>        <C>        <C>         <C>
Investment income:
 Dividends reinvested in fund shares....................    $ 10,009      20,139     1,477     27,936        8,702      36,122
                                                            --------      ------    ------     ------       ------      ------
Expenses:
 Mortality and expense risk charges.....................       2,522       5,299       774      2,030        1,272       3,313
 Administrative charges.................................         303         636        93        244          153         398
                                                            --------      ------    ------     ------       ------      ------
      Total expenses....................................       2,825       5,935       867      2,274        1,425       3,711
                                                            --------      ------    ------     ------       ------      ------
      Investment income (loss), net.....................       7,184      14,204       610     25,662        7,277      32,411
Realized gains (losses) and unrealized appreciation
 (depreciation) on investments:
Realized capital gain distributions on mutual funds.....           -      71,329     1,354      1,483            -           -
                                                            --------      ------    ------     ------       ------      ------
Realized gains (losses) on sales of investments:
 Proceeds from sales....................................     198,654      40,662    38,092     53,955        9,534      45,593
 Cost of investments sold...............................    (198,654)    (32,254)  (33,792)   (48,730)      (8,067)    (43,154)
                                                            --------      ------    ------     ------       ------      ------
      Total realized gains (losses) on sales of
       investments, net.................................           -       8,408     4,300      5,225        1,467       2,439
                                                            --------      ------    ------     ------       ------      ------
      Realized gains (losses) on investments, net.......           -      79,737     5,654      6,708        1,467       2,439
Net change in unrealized appreciation (depreciation)
 on investments.........................................           -     (54,539)     (231)   (22,452)       4,211     (46,785)
                                                            --------      ------    ------     ------       ------      ------
      Total realized gains (losses) and unrealized
       appreciation (depreciation) on investments, net..           -      25,198     5,423    (15,744)       5,678     (44,346)
                                                            --------      ------    ------     ------       ------      ------
Net increase (decrease) in net assets from operations...     $ 7,184      39,402     6,033      9,918       12,955     (11,935)
                                                            ========      ======    ======     ======       ======      ======
<FN>
See accompanying notes to unaudited financial statements.
</FN>
</TABLE>
<PAGE>

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

Financial Statements (cont.)

Statements of Operations (cont.)
For the period ended June 30, 1996 (unaudited)
(In thousands)

                                                                                                        Templeton     Investment
                                                      Utility       Zero        Zero         Zero     Global Income      Grade
                                                      Equity       Coupon      Coupon       Coupon     Securities    Intermediate
                                                       Fund      Fund - 2000 Fund - 2005  Fund - 2010     Fund         Bond Fund
                                                     --------      -------    --------      -------     ---------      ---------
<S>                                                  <C>         <C>         <C>          <C>         <C>            <C>
Investment income:
 Dividends reinvested in fund shares.............    $ 59,963       5,915       3,734        3,687        15,325          7,793
                                                     --------       -----       -----       ------        ------          -----
Expenses:
 Mortality and expense risk charges..............       7,749         672         437          434         1,298            916
 Administrative charges..........................         930          81          52           52           156            110
                                                     --------       -----       -----       ------        ------          -----
      Total expenses.............................       8,679         753         489          486         1,454          1,026
                                                     --------       -----       -----       ------        ------          -----
      Investment income (loss), net..............      51,284       5,162       3,245        3,201        13,871          6,767
Realized gains (losses) and unrealized
 appreciation (depreciation) on investments:
Realized capital gain distributions
 on mutual funds.................................           -          58           -          999             -              -
                                                     --------       -----       -----       ------        ------          -----
Realized gains (losses) on sales of investments:
 Proceeds from sales.............................     153,782       9,460       3,716       19,740        23,446          9,422
 Cost of investments sold........................    (135,633)     (8,543)     (3,292)     (17,884)      (22,412)        (8,896)
                                                     --------       -----       -----       ------        ------          -----
      Total realized gains (losses) on sales
       of investments, net.......................      18,149         917         424        1,856         1,034            526
                                                     --------       -----       -----       ------        ------          -----
      Realized gains (losses) on investments, net      18,149         975         424        2,855         1,034            526
Net change in unrealized appreciation
 (depreciation) on investments...................     (27,740)     (9,200)     (9,018)     (14,574)      (13,993)        (7,195)
                                                     --------       -----       -----       ------        ------          -----
      Total realized gains (losses) and
       unrealized appreciation (depreciation)
       on investments, net.......................      (9,591)     (8,225)     (8,594)     (11,719)      (12,959)        (6,669)
                                                     --------       -----       -----       ------        ------          -----
Net increase (decrease) in net assets
 from operations.................................    $ 41,693      (3,063)     (5,349)      (8,518)          912             98
                                                     ========       =====       =====       ======        ======          =====
<FN>
See accompanying notes to unaudited financial statements.
</FN>
</TABLE>
<PAGE>

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

Financial Statements (cont.)

Statements of Operations (cont.)
For the period ended June 30, 1996 (unaudited)
(In thousands)

                                                                   Adjustable   Templeton               Templeton     Templeton
                                                         Income       U.S.       Pacific    Rising    International   Developing
                                                       Securities  Government    Growth    Dividends     Equity     Markets Equity
                                                          Fund        Fund        Fund       Fund         Fund           Fund
                                                         -------    --------     -------    ------      --------      ----------
<S>                                                    <C>         <C>          <C>        <C>        <C>           <C>
Investment income:
 Dividends reinvested in fund shares...............      $62,078      12,299      10,182     9,452       23,741           2,088
                                                         -------      ------      ------    ------       ------          ------
Expenses:
 Mortality and expense risk charges................        7,447       1,043       2,182     2,714        5,413           1,254
 Administrative charges............................          894         125         262       326          650             151
                                                         -------      ------      ------    ------       ------          ------
      Total expenses...............................        8,341       1,168       2,444     3,040        6,063           1,405
                                                         -------      ------      ------    ------       ------          ------
      Investment income (loss), net................       53,737      11,131       7,738     6,412       17,678             683
Realized gains (losses) and unrealized appreciation
 (depreciation) on investments:
Realized capital gain distributions on
 mutual funds......................................       10,324           -       5,901         -       29,052           3,862
                                                         -------      ------      ------    ------       ------          ------
Realized gains (losses) on sales of investments:
 Proceeds from sales...............................       47,641      30,134      47,463    24,354       19,922          11,058
 Cost of investments sold..........................      (42,407)    (30,146)    (42,210)  (20,133)     (17,590)        (10,534)
                                                         -------      ------      ------    ------       ------          ------
      Total realized gains (losses) on sales
       of investments, net.........................        5,234         (12)      5,253     4,221        2,332             524
                                                         -------      ------      ------    ------       ------          ------
      Realized gains (losses) on investments, net..       15,558         (12)     11,154     4,221       31,384           4,386
Net change in unrealized appreciation
 (depreciation) on investments.....................      (30,335)     (7,661)     17,216    16,782       44,357          19,577
                                                         -------      ------      ------    ------       ------          ------
      Total realized gains (losses) and
       unrealized appreciation (depreciation)
       on investments, net.........................      (14,777)     (7,673)     28,370    21,003       75,741          23,963
                                                         -------      ------      ------    ------       ------          ------
Net increase (decrease) in net assets from operations    $38,960       3,458      36,108    27,415       93,419          24,646
                                                         =======      ======      ======    ======       ======          ======
<FN>
See accompanying notes to unaudited financial statements.
</FN>
</TABLE>
<PAGE>

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

Financial Statements (cont.)

Statements of Operations (cont.)
For the period ended June 30, 1996 (unaudited)
(In thousands)

                                                                                                           Templeton
                                                              Templeton  Templeton                       International
                                                               Global   Global Asset    Small    Capital    Smaller      Total
                                                               Growth    Allocation      Cap     Growth    Companies      All
                                                                Fund        Fund        Fund      Fund       Fund        Funds
                                                               -------    --------     ------     -----    ---------     -------
<S>                                                           <C>       <C>          <C>         <C>     <C>            <C>
Investment income:
 Dividends reinvested in fund shares......................    $ 6,984          14         34         -            -      327,674
                                                              -------       -----     ------       ---          ---      -------
Expenses:
 Mortality and expense risk charges.......................      2,397         145        395         9           13       49,728
 Administrative charges...................................        288          17         47         1            2        5,971
                                                              -------       -----     ------       ---          ---      -------
      Total expenses......................................      2,685         162        442        10           15       55,699
                                                              -------       -----     ------       ---          ---      -------
      Investment income (loss), net.......................      4,299        (148)      (408)      (10)         (15)     271,975
Realized gains (losses) and unrealized appreciation
 (depreciation) on investments:
Realized capital gain distributions on mutual funds.......      6,984          27          3         -            -      131,376
                                                              -------       -----     ------       ---          ---      -------
Realized gains (losses) on sales of investments:
 Proceeds from sales......................................      3,062       2,238     16,384       831           17      809,160
 Cost of investments sold.................................     (2,767)     (2,130)   (15,671)     (846)         (16)    (745,761)
                                                              -------       -----     ------       ---          ---      -------
      Total realized gains (losses) on sales
       of investments, net................................        295         108        713       (15)           1       63,399
                                                              -------       -----     ------       ---          ---      -------
      Realized gains (losses) on investments, net.........      7,279         135        716       (15)           1      194,775
Net change in unrealized appreciation (depreciation)
 on investments...........................................     23,705       1,473      5,165         6          122     (111,109)
                                                              -------       -----     ------       ---          ---      -------
      Total realized gains (losses) and unrealized
       appreciation (depreciation) on investments, net....     30,984       1,608      5,881        (9)         123       83,666
                                                              -------       -----     ------       ---          ---      -------
Net increase (decrease) in net assets from operations.....    $35,283       1,460      5,473       (19)         108      355,641
                                                              =======       =====     ======       ===          ===      =======
<FN>
See accompanying notes to unaudited financial statements.
</FN>
</TABLE>
<PAGE>

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

Financial Statements (cont.)

Statements of Changes in Net Assets
For the period ended June 30, 1996 (unaudited)
and the year ended December 31, 1995
(In thousands)

                                                                      Growth and
                                            Money Market Fund         Income Fund      Precious Metals Fund    High Income Fund
                                            ----------------        ---------------      ----------------      ----------------
                                             1996       1995        1996       1995       1996       1995       1996       1995
                                           -------    -------      -------    ------     ------     ------     ------    -------
<S>                                       <C>                     <C>                  <C>                    <C>
Increase (decrease) in net assets:
 Operations:
  Investment income (loss), net.......     $ 7,184     17,718      14,204     (1,279)       610         52     25,662     15,167
  Realized gains (losses) on
   investments, net...................           -          -      79,737     21,076      5,654      2,150      6,708      3,298
  Net change in unrealized appreciation
   (depreciation) on investments......           -          -     (54,539)   147,406       (231)    (2,147)   (22,452)    27,669
                                          --------    -------     -------    -------    -------     ------    -------    -------
      Net increase (decrease) in
       net assets from operations.....       7,184     17,718      39,402    167,203      6,033         55      9,918     46,134
                                          --------    -------     -------    -------    -------     ------    -------    -------
 Contract transactions (note 6):
  Purchase payments...................      88,633    190,018      78,445     98,725     16,558     11,049     27,084     47,086
  Transfers between funds.............     (35,816)  (169,358)     22,023    150,088     (1,501)   (17,212)   (12,156)    46,491
  Surrenders and terminations.........     (60,142)  (120,722)    (51,981)   (73,514)    (5,588)   (11,728)   (17,716)   (43,591)
  Rescissions.........................      (1,021)    (5,198)     (1,811)    (1,783)      (156)      (326)      (478)    (1,643)
  Other transactions (note 2).........        (227)       238         385        240         58        (36)        59         77
                                          --------    -------     -------    -------    -------     ------    -------    -------
      Net increase (decrease)
       in net assets resulting from
       contract transactions..........      (8,573)  (105,022)     47,061    173,756      9,371    (18,253)    (3,207)    48,420
                                          --------    -------     -------    -------    -------     ------    -------    -------
Increase (decrease) in net assets.....      (1,389)   (87,304)     86,463    340,959     15,404    (18,198)     6,711     94,554
                                          --------    -------     -------    -------    -------     ------    -------    -------
Net assets at beginning of period.....     399,935    487,239     812,732    471,773     97,630    115,828    323,580    229,026
                                          --------    -------     -------    -------    -------     ------    -------    -------
Net assets at end of period...........    $398,546    399,935     899,195    812,732    113,034     97,630    330,291    323,580
                                          ========    =======     =======    =======    =======     ======    =======    =======
<FN>
See accompanying notes to unaudited financial statements.
</FN>
</TABLE>
<PAGE>

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

Financial Statements (cont.)

Statements of Changes in Net Assets (cont.)
For the period ended June 30, 1996 (unaudited)
and the year ended December 31, 1995
(In thousands)

                                              Real Estate         U.S. Government                                  Zero Coupon
                                            Securities Fund       Securities Fund       Utility Equity Fund        Fund - 1995
                                            ---------------       ---------------        -----------------        ------------
                                           1996        1995       1996       1995        1996         1995        1996     1995
                                          ------      ------     ------     ------      ------       ------      ------   ------
<S>                                     <C>                     <C>                  <C>                         <C>
Increase (decrease) in net assets:
 Operations:
  Investment income (loss), net.......   $ 7,277      3,361      32,411     30,379      51,284       48,876        -      2,395
  Realized gains (losses) on
   investments, net...................     1,467      1,477       2,439      2,695      18,149        1,589        -        600
  Net change in unrealized appreciation
   (depreciation) on investments......     4,211     22,517     (46,785)    54,968     (27,740)     255,500        -       (597)
                                        --------    -------     -------    -------   ---------    ---------      ---    -------
      Net increase (decrease) in
       net assets from operations.....    12,955     27,355     (11,935)    88,042      41,693      305,965        -      2,398
                                        --------    -------     -------    -------   ---------    ---------      ---    -------
 Contract transactions (note 6):
  Purchase payments...................    12,992     19,829      23,782     47,766      36,512       73,558        -      1,557
  Transfers between funds.............     3,725    (12,435)    (28,123)    (5,307)    (87,436)      10,721        -    (36,522)
  Surrenders and terminations.........   (10,151)   (17,397)    (34,711)   (74,423)    (81,772)    (141,926)       -    (13,413)
  Rescissions.........................      (107)      (277)       (531)    (1,813)       (529)      (1,891)       -        (49)
  Other transactions (note 2).........       (25)        99         297        132         130          537        -         88
                                        --------    -------     -------    -------   ---------    ---------      ---    -------
      Net increase (decrease)
       in net assets resulting from
       contract transactions.........      6,434    (10,181)    (39,286)   (33,645)   (133,095)     (59,001)       -    (48,339)
                                        --------    -------     -------    -------   ---------    ---------      ---    -------
Increase (decrease) in net assets.....    19,389     17,174     (51,221)    54,397     (91,402)     246,964        -    (45,941)
                                        --------    -------     -------    -------   ---------    ---------      ---    -------
Net assets at beginning of period.....   198,773    181,599     559,234    504,837   1,305,495    1,058,531        -     45,941
                                        --------    -------     -------    -------   ---------    ---------      ---    -------
Net assets at end of period...........  $218,162    198,773     508,013    559,234   1,214,093    1,305,495        -          -
                                        ========    =======     =======    =======   =========    =========      ===    =======
<FN>
See accompanying notes to unaudited financial statements.
</FN>
</TABLE>
<PAGE>

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

Financial Statements (cont.)

Statements of Changes in Net Assets (cont.)
For the period ended June 30, 1996 (unaudited)
and the year ended December 31, 1995
(In thousands)

                                                  Zero Coupon           Zero Coupon         Zero Coupon       Templeton Global
                                                  Fund - 2000           Fund - 2005         Fund - 2010    Income Securities Fund
                                                ---------------        -------------       -------------      ----------------
                                                1996       1995       1996      1995      1996      1995      1996        1995
                                               ------     ------     ------    ------    ------     -----    ------      ------
<S>                                          <C>                    <C>                 <C>                <C>
Increase (decrease) in net assets:
 Operations:
  Investment income (loss), net...........    $ 5,162      2,895     3,245      1,752     3,201     1,068     13,871      5,291
  Realized gains (losses) on
   investments, net.......................        975      1,081       424        753     2,855     2,987      1,034       (206)
  Net change in unrealized appreciation
   (depreciation) on investments..........     (9,200)    12,514    (9,018)    13,063   (14,574)   15,696    (13,993)    22,286
                                             --------    -------    ------     ------    ------    ------    -------    -------
      Net increase (decrease) in
       net assets from operations.........     (3,063)    16,490    (5,349)    15,568    (8,518)   19,751        912     27,371
                                             --------    -------    ------     ------    ------    ------    -------    -------
 Contract transactions (note 6):
  Purchase payments.......................      8,311     16,203     6,696     13,119     7,074    12,239      6,812     13,098
  Transfers between funds.................     (3,404)    13,339    (1,482)     4,711    (2,704)    9,807    (13,086)   (21,421)
  Surrenders and terminations.............     (7,162)   (10,927)   (2,765)    (4,654)   (2,982)   (5,624)   (13,856)   (29,898)
  Rescissions.............................       (142)      (263)     (134)      (185)     (110)     (469)      (156)      (400)
  Other transactions (note 2).............         18        (17)        1        (23)       15       177         77         25
                                             --------    -------    ------     ------    ------    ------    -------    -------
      Net increase (decrease) in
       net assets resulting from
       contract transactions..............     (2,379)    18,335     2,316     12,968     1,293    16,130    (20,209)   (38,596)
                                             --------    -------    ------     ------    ------    ------    -------    -------
Increase (decrease) in net assets.........     (5,442)    34,825    (3,033)    28,536    (7,225)   35,881    (19,297)   (11,225)
                                             --------    -------    ------     ------    ------    ------    -------    -------
Net assets at beginning of period.........    110,965     76,140    73,292     44,756    77,136    41,255    220,143    231,368
                                             --------    -------    ------     ------    ------    ------    -------    -------
Net assets at end of period...............   $105,523    110,965    70,259     73,292    69,911    77,136    200,846    220,143
                                             ========    =======    ======     ======    ======    ======    =======    =======
<FN>
See accompanying notes to unaudited financial statements.
</FN>
</TABLE>
<PAGE>

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

Financial Statements (cont.)

Statements of Changes in Net Assets (cont.)
For the period ended June 30, 1996 (unaudited)
and the year ended December 31, 1995
(In thousands)

                                        Investment Grade                                 Adjustable U.S.          Templeton
                                     Intermediate Bond Fund  Income Securities Fund      Government Fund     Pacific Growth Fund
                                        ----------------        -----------------        --------------        ---------------
                                        1996        1995        1996         1995       1996       1995       1996        1995
                                       ------      ------       ------      ------     ------     ------     ------      ------
<S>                                  <C>                     <C>                      <C>                   <C>
Increase (decrease) in net assets:
 Operations:
  Investment income (loss), net....   $ 6,767       3,922       53,737      44,301     11,131      9,723      7,738       1,633
  Realized gains (losses) on
   investments, net................       526         624       15,558       7,100        (12)    (1,327)    11,154       3,150
  Net change in unrealized
   appreciation (depreciation)
   on investments..................    (7,195)      7,237      (30,335)    145,457     (7,661)     6,258     17,216      14,929
                                     --------     -------    ---------   ---------    -------    -------    -------     -------
      Net increase (decrease) in
       net assets from operations..        98      11,783       38,960     196,858      3,458     14,654     36,108      19,712
                                     --------     -------    ---------   ---------    -------    -------    -------     -------
 Contract transactions (note 6):
  Purchase payments................     8,204      15,136       92,086     145,910     21,783     43,555     20,493      27,022
  Transfers between funds..........    (4,453)        364      (17,930)     33,034    (28,098)   (75,287)    16,757     (52,319)
  Surrenders and terminations......    (7,582)    (16,323)     (70,315)   (125,202)   (10,863)   (27,666)   (18,066)    (35,125)
  Rescissions......................      (226)       (379)      (2,308)     (3,470)      (525)    (1,087)      (177)     (1,057)
  Other transactions (note 2)......        (5)        (24)         449         670         23        296        126         (45)
                                     --------     -------    ---------   ---------    -------    -------    -------     -------
      Net increase (decrease) in
       net assets resulting from
       contract transactions.......    (4,062)     (1,226)       1,982      50,942    (17,680)   (60,189)    19,133     (61,524)
                                     --------     -------    ---------   ---------    -------    -------    -------     -------
Increase (decrease) in net assets..    (3,964)     10,557       40,942     247,800    (14,222)   (45,535)    55,241     (41,812)
                                     --------     -------    ---------   ---------    -------    -------    -------     -------
Net assets at beginning of period..   149,882     139,325    1,175,143     927,343    174,507    220,042    306,843     348,655
                                     --------     -------    ---------   ---------    -------    -------    -------     -------
Net assets at end of period........  $145,918     149,882    1,216,085   1,175,143    160,285    174,507    362,084     306,843
                                     ========     =======    =========   =========    =======    =======    =======     =======
<FN>
See accompanying notes to unaudited financial statements.
</FN>
</TABLE>
<PAGE>

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

Financial Statements (cont.)

Statements of Changes in Net Assets (cont.)
For the period ended June 30, 1996 (unaudited)
and the year ended December 31, 1995
(In thousands)

                                                                                            Templeton
                                                Rising         Templeton International Developing Markets         Templeton
                                            Dividends Fund           Equity Fund           Equity Fund       Global Growth Fund
                                           ----------------        ---------------       ---------------       --------------
                                           1996        1995       1996        1995       1996       1995      1996        1995
                                          -------     ------    -------      ------     ------     ------    ------      ------
<S>                                      <C>                   <C>                     <C>                  <C>
Increase (decrease) in net assets:
 Operations:
  Investment income (loss), net.......    $ 6,412      2,452     17,678       1,998       683     (1,241)     4,299      (2,008)
  Realized gains (losses) on
   investments, net...................      4,221      1,323     31,384      20,155     4,386       (277)     7,279         303
  Net change in unrealized appreciation
   (depreciation) on investments......     16,782     81,539     44,357      42,587    19,577      3,149     23,705      26,429
                                         --------    -------    -------     -------   -------    -------    -------     -------
      Net increase (decrease) in
       net assets from operations.....     27,415     85,314     93,419      64,740    24,646      1,631     35,283      24,724
                                         --------    -------    -------     -------   -------    -------    -------     -------
 Contract transactions (note 6):
  Purchase payments...................     29,824     42,756     58,128      99,403    32,123     42,027     78,353     119,490
  Transfers between funds.............      2,245     50,303     34,652     (30,418)   41,320     22,865     33,116      46,237
  Surrenders and terminations.........    (21,337)   (35,907)   (41,253)    (72,338)   (7,370)    (7,387)   (14,362)    (15,658)
  Rescissions.........................       (634)      (750)      (737)     (2,115)     (257)    (1,069)      (832)     (1,966)
  Other transactions (note 2).........        110        131        353          59        71        (55)        68          64
                                         --------    -------    -------     -------   -------    -------    -------     -------
      Net increase (decrease) in
       net assets resulting from
       contract transactions..........     10,208     56,533     51,143      (5,409)   65,887     56,381     96,343     148,167
                                         --------    -------    -------     -------   -------    -------    -------     -------
Increase (decrease) in net assets.....     37,623    141,847    144,562      59,331    90,533     58,012    131,626     172,891
                                         --------    -------    -------     -------   -------    -------    -------     -------
Net assets at beginning of period.....    422,992    281,145    794,670     735,339   150,481     92,469    322,284     149,393
                                         --------    -------    -------     -------   -------    -------    -------     -------
Net assets at end of period...........   $460,615    422,992    939,232     794,670   241,014    150,481    453,910     322,284
                                         ========    =======    =======     =======   =======    =======    =======     =======
<FN>
See accompanying notes to unaudited financial statements.
</FN>
</TABLE>
<PAGE>

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

Financial Statements (cont.)

Statements of Changes in Net Assets (cont.)
For the period ended June 30, 1996 (unaudited)
and the year ended December 31, 1995
(In thousands)

                                                       Templeton                                                   Templeton
                                                     Global Asset                                             International Smaller
                                                    Allocation Fund      Small Cap Fund   Capital Growth Fund    Companies Fund
                                                    --------------        -------------      -------------       --------------
                                                   1996        1995      1996      1995     1996       1995     1996       1995
                                                  ------      ------    ------    ------   ------     ------   ------     ------
<S>                                              <C>                   <C>                <C>                <C>
Increase (decrease) in net assets:
 Operations:
  Investment income (loss), net................  $  (148)       127      (408)      (25)     (10)         -      (15)         -
  Realized gains (losses) on investments, net..      135         71       716         -      (15)         -        1          -
  Net change in unrealized appreciation
   (depreciation) on investments...............    1,473        323     5,165       183        6          -      122          -
                                                 -------     ------    ------     -----    -----      -----    -----       ----
      Net increase (decrease) in net assets
       from operations.........................    1,460        521     5,473       158      (19)         -      108          -
                                                 -------     ------    ------     -----    -----      -----    -----       ----
 Contract transactions (note 6):
  Purchase payments............................    9,444      5,580    23,676     2,140    1,223          -      942          -
  Transfers between funds......................    8,050      9,316    59,891    11,013    3,650          -    4,385          -
  Surrenders and terminations..................     (884)    (1,163)   (3,183)      (36)      (4)         -      (22)         -
  Rescissions..................................      (36)       (27)     (165)      (19)       -          -      (21)         -
  Other transactions (note 2)..................       (5)         7       152         4        -          -        -          -
                                                 -------     ------    ------    ------    -----      -----    -----       ----
      Net increase (decrease) in net assets
       resulting from contract transactions....   16,569     13,713    80,371    13,102    4,869          -    5,284          -
                                                 -------     ------    ------    ------    -----      -----    -----       ----
Increase (decrease) in net assets..............   18,029     14,234    85,844    13,260    4,850          -    5,392          -
                                                 -------     ------    ------    ------    -----      -----    -----       ----
Net assets at beginning of period..............   14,234          -    13,260         -        -          -        -          -
                                                 -------     ------    ------    ------    -----      -----    -----       ----
Net assets at end of period....................  $32,263     14,234    99,104    13,260    4,850          -    5,392          -
                                                 =======     ======    ======    ======    =====      =====    =====       ====
<FN>
See accompanying notes to unaudited financial statements.
</FN>
</TABLE>
<PAGE>

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

Financial Statements (cont.)

Statements of Changes in Net Assets (cont.)
For the period ended June 30, 1996 (unaudited)
and the year ended December 31, 1995
(In thousands)

                                                                                                             Total All Funds
                                                                                                           -------------------
                                                                                                            1996         1995
                                                                                                           ------       ------
<S>                                                                                                     <C>
Increase (decrease) in net assets:
 Operations:
  Investment income (loss), net......................................................................    $ 271,975      188,557
  Realized gains (losses) on investments, net........................................................      194,775       68,622
  Net change in unrealized appreciation (depreciation) on investments................................     (111,109)     896,966
                                                                                                        ----------    ---------
      Net increase (decrease) in net assets from operations..........................................      355,641    1,154,145
                                                                                                        ----------    ---------
 Contract transactions (note 6):
  Purchase payments..................................................................................      689,178    1,087,266
  Transfers between funds............................................................................       (6,375)     (11,990)
  Surrenders and terminations........................................................................     (484,067)    (884,622)
  Rescissions........................................................................................      (11,093)     (26,236)
  Other transactions (note 2)........................................................................        2,130        2,644
                                                                                                        ----------    ---------
      Net increase (decrease) in net assets resulting from contract transactions.....................      189,773      167,062
                                                                                                        ----------    ---------
Increase (decrease) in net assets....................................................................      545,414    1,321,207
                                                                                                        ----------    ---------
Net assets at beginning of period....................................................................    7,703,211    6,382,004
                                                                                                        ----------    ---------
Net assets at end of period..........................................................................   $8,248,625    7,703,211
                                                                                                        ==========    =========
<FN>
See accompanying notes to unaudited financial statements.
</FN>
</TABLE>

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

Notes to Financial Statements
June 30, 1996 (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

Use of Estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Actual results could differ from those estimates.

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

A Fixed  Account  investment  option is available to deferred  annuity  contract
owners.  This account is comprised of equity and fixed income  investments which
are part of the general  assets of Allianz Life.  The  liabilities  of the Fixed
Account are part of the general obligations of Allianz Life and are not included
in the  Variable  Account.  The  guaranteed  minimum rate of return on the Fixed
Account is 3%.

The Templeton  Global Asset  Allocation  Fund,  Fixed Account and Small Cap Fund
were added as available  investment  options on May 1, 1995, October 1, 1995 and
November  1, 1995,  respectively.  The Zero  Coupon - 1995 Fund  matured and was
closed on December 15, 1995. The Capital Growth Fund and Templeton International
Smaller  Companies  Fund were added as  available  investment  options on May 1,
1996.

On May 1, 1995,  the Equity  Growth  Fund name was  changed to Growth and Income
Fund.  The Global  Income  Fund name was  changed  to  Templeton  Global  Income
Securities Fund on May 1, 1996.

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 0.15% of the daily net  assets of the  Variable
Account.

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

Notes to Financial Statements (cont.)
June 30, 1996 (unaudited)

2. Significant Accounting Policies (cont.)

Expenses (cont.)

Contract Based Expenses

A contract  maintenance  charge is paid by the contract owner annually from each
deferred  annuity  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
period ended June 30, 1996 (unaudited) and the year ended December 31, 1995 were
$2,250,020 and $4,294,361, respectively. These contract charges are reflected in
the Statements of Changes in Net Assets 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:
<TABLE> 
<CAPTION>
             Valuemark II                            Valuemark III
     ---------------------------             ----------------------------
     Years Since Payment  Charge             Years Since Payment   Charge
     -------------------  ------             -------------------   ------
<S>  <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 deferred annuity 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 period
ended June 30,  1996  (unaudited)  and the year  ended  December  31,  1995 were
$5,444,241 and $12,373,225, 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 period ended June 30,
1996 (unaudited) and the year ended December 31, 1995 were $44,417 and $119,180,
respectively. Transfer charges are reflected in the Statements of Changes in Net
Assets as other  transactions.  Transfers  to the Fixed  Account  for the period
ended June 30,  1996  (unaudited)  and the year  ended  December  31,  1995 were
$6,375,180 and $11,989,631, respectively.

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.

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

Notes to Financial Statements (cont.)
June 30, 1996 (unaudited)

3. Capitalization

Allianz Life provides  capital for the  establishment of new funds as investment
options of the Variable Account. The capitalization transactions were as follows
during the period ended June 30, 1996  (unaudited)  and the year ended  December
31, 1995:
<TABLE>
<CAPTION>
                                                  Capitalization    Date of     Market Value    Date of      Current
Fund                                                  Amount     Capitalization at Withdrawal Withdrawal  Market Value
- -------------------------------------------------    --------       --------      --------      -------     --------
<S>                                               <C>            <C>            <C>           <C>         <C>
Templeton Global Asset Allocation Fund...........    $500,000       4/18/95       $525,500     12/21/95            -
Small Cap Fund...................................     250,000       9/18/95        313,250      5/29/96            -
Capital Growth Fund..............................     250,000       4/30/96              -            -     $254,500
Templeton International Smaller Companies Fund...     250,000       4/30/96              -            -      258,250
</TABLE>

4. Investment Transactions

The  sub-account  purchases of fund shares,  including  reinvestment of dividend
distributions, were as follows during the period ended June 30, 1996 (unaudited)
(in thousands):

<TABLE>
<CAPTION>
<S>                                                   <C>     
Money Market Fund.................................    $197,013
Growth and Income Fund............................     172,871
Precious Metals Fund..............................      49,380
High Income Fund..................................      77,724
Real Estate Securities Fund.......................      23,116
U.S. Government Securities Fund...................      38,439
Utility Equity Fund...............................      71,297
Zero Coupon Fund - 2000...........................      12,244
Zero Coupon Fund - 2005...........................       9,240
Zero Coupon Fund - 2010...........................      25,197
Templeton Global Income Securities Fund...........      16,998
Investment Grade Intermediate Bond Fund...........      12,041
Income Securities Fund............................     113,097
Adjustable U.S. Government Fund...................      23,493
Templeton Pacific Growth Fund.....................      80,084
Rising Dividends Fund.............................      40,727
Templeton International Equity Fund...............     117,341
Templeton Developing Markets Equity Fund..........      81,419
Templeton Global Growth Fund......................     110,534
Templeton Global Asset Allocation Fund............      18,579
Small Cap Fund....................................      96,332
Capital Growth Fund...............................       5,699
Templeton International Smaller Companies Fund....       5,301
</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.

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

Notes to Financial Statements (cont.)
June 30, 1996 (unaudited)

6. Contract Transactions - Accumulation Unit Activity (In thousands)

Transactions  in  units  for each  fund  for the  period  ended  June  30,  1996
(unaudited) and the year ended December 31, 1995 were as follows:
<TABLE>
<CAPTION>
                                                          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, 1994..........................   39,437     35,695     8,285    15,679    11,645      36,490      70,082    3,195
Contract transactions:
 Purchase payments..........................   15,069      6,403       796     2,877     1,233       3,115       4,303      106
 Transfers between funds....................  (13,495)     9,757    (1,290)    2,959      (792)       (266)        736   (2,398)
 Surrenders and terminations................   (9,580)    (4,859)     (846)   (2,661)   (1,077)     (4,916)     (8,372)    (905)
 Rescissions................................     (410)      (118)      (24)     (102)      (17)       (118)       (113)      (3)
 Other transactions.........................       19         15        (2)        4         6           8          33        5
                                               ------     ------    ------    ------    ------      ------      ------    -----
      Net increase (decrease) in
       accumulation units resulting
       from contract transactions...........   (8,397)    11,198    (1,366)    3,077      (647)     (2,177)     (3,413)  (3,195)
                                               ------     ------    ------    ------    ------      -------     ------    -----
Accumulation units outstanding at
 December 31, 1995..........................   31,040     46,893     6,919    18,756    10,998      34,313      66,669        -
                                               ======     ======    ======    ======    ======      ======      ======    =====
Contract transactions (unaudited):
 Purchase payments..........................    6,764      4,407     1,008     1,537       696       1,484       1,865        -
 Transfers between funds....................   (2,733)     1,193      (152)     (685)      198      (1,759)     (4,535)       -
 Surrenders and terminations................   (4,603)    (2,939)     (341)   (1,006)     (545)     (2,171)     (4,194)       -
 Rescissions................................      (78)      (102)       (9)      (27)       (6)        (33)        (27)       -
 Other transactions.........................      (17)        23         5         3        (1)         19           7        -
                                               ------     ------     -----    ------    ------      ------      ------    -----
      Net increase (decrease) in
       accumulation units resulting
       from contract transactions...........     (667)     2,582       511      (178)      342      (2,460)     (6,884)       -
                                               ------     ------     -----    ------    ------      ------      ------    -----
Accumulation units outstanding at
 June 30, 1996 (unaudited)..................   30,373     49,475     7,430    18,578    11,340      31,853      59,785        -
                                               ======     ======     =====    ======    ======      ======      ======    =====
</TABLE>

<TABLE>
<CAPTION>
                                         Zero      Zero     Zero      Templeton   Investment              Adjustable    Templeton
                                        Coupon    Coupon   Coupon   Global Income    Grade      Income       U.S.        Pacific
                                        Fund -    Fund -   Fund -    Securities  Intermediate Securities  Government     Growth
                                         2000      2005     2010        Fund       Bond Fund     Fund        Fund         Fund
                                         -----     -----    -----     ---------    --------     -------    --------      -------
<S>                                     <C>       <C>      <C>      <C>          <C>          <C>         <C>           <C>
Accumulation units outstanding at
 December 31, 1994...................    4,953     2,780    2,589       16,855       9,772       56,569      19,865      27,231
Contract transactions:
 Purchase payments...................      966       715      652          904       1,016        7,979       3,753       2,065
 Transfers between funds.............      800       269      511       (1,494)         30        1,879      (6,551)     (4,013)
 Surrenders and terminations.........     (636)     (249)    (297)      (2,058)     (1,099)      (6,965)     (2,397)     (2,714)
 Rescissions.........................      (16)      (10)     (27)         (28)        (25)        (192)        (95)        (82)
 Other transactions..................       (1)       (1)       9            2          (2)          39          25          (4)
                                         -----     -----    -----       ------       -----       ------      ------      ------
      Net increase (decrease) in
       accumulation units resulting
       from contract transactions....    1,113       724      848       (2,674)        (80)       2,740      (5,265)     (4,748)
                                         -----     -----    -----       ------       -----       ------      ------      ------
Accumulation units outstanding at
 December 31, 1995...................    6,066     3,504    3,437       14,181       9,692       59,309      14,600      22,483
                                         =====     =====    =====       ======       =====       ======      ======      ======
Contract transactions (unaudited):
 Purchase payments...................      463       340      348          443         533        4,563       1,807       1,383
 Transfers between funds.............     (192)      (73)    (124)        (852)       (289)        (903)     (2,331)      1,175
 Surrenders and terminations.........     (398)     (140)    (146)        (902)       (492)      (3,509)       (900)     (1,217)
 Rescissions.........................       (8)       (7)      (5)         (10)        (15)        (115)        (44)        (12)
 Other transactions..................        2         -        2            6           -           23           3           9
                                         -----     -----    -----       ------       -----       ------      ------      ------
      Net increase (decrease) in
       accumulation units resulting
       from contract transactions....     (133)      120       75       (1,315)       (263)          59      (1,465)      1,338
                                         -----     -----    -----       ------       -----       ------      ------      ------
Accumulation units outstanding at
 June 30, 1996 (unaudited)...........    5,933     3,624    3,512       12,866       9,429       59,368      13,135      23,821
                                         =====     =====    =====       ======       =====       ======      ======      ======
</TABLE>

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

Notes to Financial Statements (cont.)
June 30, 1996 (unaudited)

6. Contract Transactions - Accumulation Unit Activity (In thousands) (cont.)
<TABLE>
<CAPTION>
                                                         Templeton             Templeton                    Templeton
                                             Templeton  Developing  Templeton   Global                    International
                                  Rising   International  Markets    Global      Asset     Small  Capital    Smaller      Total
                                 Dividends    Equity      Equity     Growth   Allocation    Cap   Growth    Companies      All
                                   Fund        Fund        Fund       Fund       Fund      Fund    Fund       Fund        Funds
                                  ------     --------     -------    -------    -------    -----   -----    --------     ------
<S>                              <C>       <C>          <C>         <C>       <C>          <C>    <C>     <C>            <C>
Accumulation units outstanding
 at December 31, 1994.........    28,778      60,464       9,774      14,637         -          -       -        -       474,775
Contract transactions:
 Purchase payments............     3,782       7,774       4,364      10,991       538        212       -        -        79,613
 Transfers between funds......     4,493      (2,530)      2,372       4,306       916      1,096       -        -        (2,705)
 Surrenders and
  terminations................    (3,208)     (5,662)       (773)     (1,448)     (114)        (4)      -        -       (60,840)
 Rescissions..................       (68)       (168)       (112)       (183)       (3)        (2)      -        -        (1,916)
 Other transactions...........        12           5          (7)          6         1          -       -        -           172
                                  ------      ------      ------      ------     -----      -----     ---      ---        ------
      Net increase (decrease)
       in accumulation units
       resulting from
       contract transactions..     5,011        (581)      5,844      13,672     1,338      1,302       -        -        14,324
                                  ------      ------      ------      ------     -----      -----     ---      ---        ------
Accumulation units outstanding
 at December 31, 1995.........    33,789      59,883      15,618      28,309     1,338      1,302       -        -       489,099
                                  ======      ======      ======      ======     =====      =====     ===      ===       =======
Contract transactions
 (unaudited):
 Purchase payments............     2,304       4,071       2,980       6,415       837      2,034     121       92        46,495
 Transfers between funds......       160       2,413       3,839       2,710       725      5,205     357      433         3,780
 Surrenders and
  terminations................    (1,649)     (2,903)       (686)     (1,185)      (80)      (284)      -       (2)      (30,292)
 Rescissions..................       (49)        (52)        (24)        (69)       (3)       (14)      -       (2)         (711)
 Other transactions...........         9          26           7           5         -         13       -        -           144
                                  ------      ------      ------      ------     -----      -----     ---      ---       -------
      Net increase (decrease)
       in accumulation units
       resulting from
       contract transactions..       775       3,555       6,116       7,876     1,479      6,954     478      521        19,416
                                  ------      ------      ------      ------     -----      -----     ---      ---       -------
Accumulation units outstanding
 at June 30, 1996 (unaudited).    34,564      63,438      21,734      36,185     2,817      8,256     478      521       508,515
                                  ======      ======      ======      ======     =====      =====     ===      ===       =======
</TABLE>




                       ALLIANZ LIFE VARIABLE ACCOUNT B

                                      of

               ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA


                             Financial Statements


                              December 31, 1995
<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, 1995, the
related statements of operations for the year then ended and the statements of
changes in net assets for each of the years in the two-years then ended. 
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, 1995, the results of their
operations  for  the  year  then ended and the changes in their net assets for
each  of  the  years in the two-years then ended, in conformity with generally
accepted accounting principles.



                                             KPMG Peat Marwick LLP


Minneapolis, Minnesota
January 22, 1996
<PAGE>

<TABLE>

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

                                   Statements of Assets and Liabilities

                                            December 31, 1995

                                              (In thousands)

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

 Franklin Valuemark Funds:
  Money Market Fund, 400,242
   shares, cost $400,242                      $400,242        -         -        -           -           -
  Growth and Income Fund, 47,441
   shares, cost $642,464                             -  813,146         -        -           -           -
  Precious Metals Fund,
   6,938 shares, cost $95,110                        -        -    97,687        -           -           -
  High Income Fund, 23,702
   shares, cost $297,487                             -        -         -  323,767           -           -
  Real Estate Securities Fund,
   11,432 shares, cost $172,084                      -        -         -        -     198,914           -
  U.S. Government Securities Fund,
   39,967 shares, cost $517,705                      -        -         -        -           -     559,540
                                              --------  -------  --------  -------  ----------  ----------

     Total assets                              400,242  813,146    97,687  323,767     198,914     559,540
                                              --------  -------  --------  -------  ----------  ----------

Liabilities:

 Accrued mortality and expense risk charges        274      370        51      167         126         273
 Accrued administrative charges                     33       44         6       20          15          33
                                              --------  -------  --------  -------  ----------  ----------

     Total liabilities                             307      414        57      187         141         306
                                              --------  -------  --------  -------  ----------  ----------

     Net assets                               $399,935  812,732    97,630  323,580     198,773     559,234
                                              ========  =======  ========  =======  ==========  ==========

Contract owners' equity:

 Contracts in accumulation period (note 6)    $399,901  811,706    97,630  323,580     198,773     559,234
 Contracts in annuity payment
  period (note 2)                                   34    1,026         -        -           -           -
                                              --------  -------  --------  -------  ----------  ----------

     Total contract owners' equity            $399,935  812,732    97,630  323,580     198,773     559,234
                                              ========  =======  ========  =======  ==========  ==========

</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, 1995

                                      (In thousands)

                                                           Zero     Zero    Zero
                                               Utility    Coupon   Coupon  Coupon  Global
                                                Equity    Fund -   Fund -  Fund -  Income
                                                 Fund      2000     2005    2010    Fund
                                              ----------  -------  ------  ------  -------
<S>                                           <C>         <C>      <C>     <C>     <C>
Investments at net asset value:

 Franklin Valuemark Funds:
  Utility Equity Fund, 72,973
   shares, cost $1,140,098                    $1,306,215        -       -       -        -
  Zero Coupon Fund - 2000,
   7,059 shares, cost $97,854                          -  111,030       -       -        -
  Zero Coupon Fund - 2005,
   4,220 shares, cost $61,163                          -        -  73,337       -        -
  Zero Coupon Fund - 2010,
   4,278 shares, cost $63,295                          -        -       -  77,181        -
  Global Income Fund, 16,365
   shares, cost $208,411                               -        -       -       -  220,267
                                              ----------  -------  ------  ------  -------

     Total assets                              1,306,215  111,030  73,337  77,181  220,267
                                              ----------  -------  ------  ------  -------

Liabilities:

 Accrued mortality and expense risk charges          643       58      40      40      111
 Accrued administrative charges                       77        7       5       5       13
                                              ----------  -------  ------  ------  -------

     Total liabilities                               720       65      45      45      124
                                              ----------  -------  ------  ------  -------

     Net assets                               $1,305,495  110,965  73,292  77,136  220,143
                                              ==========  =======  ======  ======  =======

Contract owners' equity:

 Contracts in accumulation period (note 6)    $1,304,348  110,965  73,292  77,136  220,143
 Contracts in annuity payment
  period (note 2)                                  1,147        -       -       -        -
                                              ----------  -------  ------  ------  -------

     Total contract owners' equity            $1,305,495  110,965  73,292  77,136  220,143
                                              ==========  =======  ======  ======  =======

</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, 1995

                                                     (In thousands)

                                               Investment                Adjustable  Templeton               Templeton
                                                  Grade        Income       U.S.      Pacific    Rising    International
                                              Intermediate   Securities  Government   Growth    Dividends     Equity
                                                Bond Fund       Fund        Fund       Fund       Fund         Fund
                                              -------------  ----------  ----------  ---------  ---------  -------------
<S>                                           <C>            <C>         <C>         <C>        <C>        <C>
Investments at net asset value:

 Franklin Valuemark Funds:
  Investment Grade Intermediate Bond
   Fund, 10,675 shares, cost $141,092         $     149,978           -           -          -          -              -
  Income Securities Fund, 71,388
   shares, cost $1,051,796                                -   1,175,760           -          -          -              -
  Adjustable U.S. Government Fund,
   16,228 shares, cost $175,816                           -           -     174,610          -          -              -
  Templeton Pacific Growth Fund,
   22,071 shares, cost $293,424                           -           -           -    307,008          -              -
  Rising Dividends Fund, 33,432
   shares, cost $356,060                                  -           -           -          -    423,255              -
  Templeton International Equity Fund,
   59,699 shares, cost $741,003                           -           -           -          -          -        795,190
                                              -------------  ----------  ----------  ---------  ---------  -------------

     Total assets                                   149,978   1,175,760     174,610    307,008    423,255        795,190
                                              -------------  ----------  ----------  ---------  ---------  -------------

Liabilities:

 Accrued mortality and expense risk charges              86         551          92        147        235            464
 Accrued administrative charges                          10          66          11         18         28             56
                                              -------------  ----------  ----------  ---------  ---------  -------------

     Total liabilities                                   96         617         103        165        263            520
                                              -------------  ----------  ----------  ---------  ---------  -------------

     Net assets                               $     149,882   1,175,143     174,507    306,843    422,992        794,670
                                              =============  ==========  ==========  =========  =========  =============

Contract owners' equity:

 Contracts in accumulation period (note 6)    $     149,882   1,173,447     174,507    306,448    422,318        794,226
 Contracts in annuity payment
  period (note 2)                                         -       1,696           -        395        674            444
                                              -------------  ----------  ----------  ---------  ---------  -------------

     Total contract owners' equity            $     149,882   1,175,143     174,507    306,843    422,992        794,670
                                              =============  ==========  ==========  =========  =========  =============

</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, 1995

                                          (In thousands)

                                               Templeton              Templeton
                                              Developing   Templeton    Global
                                                Markets     Global      Asset     Small     Total
                                                Equity      Growth    Allocation   Cap       All
                                                 Fund        Fund        Fund      Fund     Funds
                                              -----------  ---------  ----------  ------  ---------
<S>                                           <C>          <C>        <C>         <C>     <C>
Investments at net asset value:

 Franklin Valuemark Funds:
  Templeton Developing Markets Equity
   Fund, 15,394 shares, cost $153,792         $   150,553          -           -       -
  Templeton Global Growth Fund,
   27,442 shares, cost $295,657                         -    322,442           -       -
  Templeton Global Asset Allocation
   Fund, 1,364 shares, cost $14,024                     -          -      14,347       -
  Small Cap Fund, 1,299 shares,
   cost $13,104                                         -          -           -  13,287
                                              -----------  ---------  ----------  ------           

     Total assets                                 150,553    322,442      14,347  13,287  7,707,756
                                              -----------  ---------  ----------  ------  ---------

Liabilities:

 Accrued mortality and expense risk charges            64        141         101      24      4,058
 Accrued administrative charges                         8         17          12       3        487
                                              -----------  ---------  ----------  ------  ---------

     Total liabilities                                 72        158         113      27      4,545
                                              -----------  ---------  ----------  ------  ---------

     Net assets                               $   150,481    322,284      14,234  13,260  7,703,211
                                              ===========  =========  ==========  ======  =========

Contract owners' equity:

 Contracts in accumulation period (note 6)    $   149,649    320,997      14,167  13,211  7,695,560
 Contracts in annuity payment
  period (note 2)                                     832      1,287          67      49      7,651
                                              -----------  ---------  ----------  ------  ---------

     Total contract owners' equity            $   150,481    322,284      14,234  13,260  7,703,211
                                              ===========  =========  ==========  ======  =========

</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, 1995

                                                (In thousands)

                                                        Growth                           Real         U.S.
                                             Money       and     Precious     High      Estate     Government
                                             Market     Income    Metals     Income   Securities   Securities
                                              Fund       Fund      Fund       Fund       Fund         Fund
                                           ----------  --------  ---------  --------  -----------  -----------
<S>                                        <C>         <C>       <C>        <C>       <C>          <C>
Investment income:
  Dividends reinvested in fund shares      $  23,692     7,314      1,546    19,247        5,958       37,956 
                                           ----------  --------  ---------  --------  -----------  -----------

Expenses:
  Mortality and expense risk charges           5,334     7,672      1,334     3,643        2,319        6,765 
  Administrative charges                         640       921        160       437          278          812 
                                           ----------  --------  ---------  --------  -----------  -----------

     Total expenses                            5,974     8,593      1,494     4,080        2,597        7,577 
                                           ----------  --------  ---------  --------  -----------  -----------

     Investment income (loss), net            17,718    (1,279)        52    15,167        3,361       30,379 

Realized gains (losses) and
 unrealized appreciation
 (depreciation) on investments:
  Realized capital gain
   distributions on mutual funds                   -    15,921      1,145         -            -            - 
                                           ----------  --------  ---------  --------  -----------  -----------
  Realized gains (losses)
   on sales of investments:
   Proceeds from sales                       421,429    39,408     64,829    49,344       34,264       84,760 
   Cost of investments sold                 (421,429)  (34,253)   (63,824)  (46,046)     (32,787)     (82,065)
                                           ----------  --------  ---------  --------  -----------  -----------
     Total realized gains (losses) on
      sales of investments, net                    -     5,155      1,005     3,298        1,477        2,695 
                                           ----------  --------  ---------  --------  -----------  -----------

     Realized gains (losses)
      on investments, net                          -    21,076      2,150     3,298        1,477        2,695 

 Net change in unrealized appreciation
  (depreciation) on investments                    -   147,406     (2,147)   27,669       22,517       54,968 
                                           ----------  --------  ---------  --------  -----------  -----------

     Total realized gains (losses)
      and unrealized appreciation
      (depreciation) on investments, net           -   168,482          3    30,967       23,994       57,663 
                                           ----------  --------  ---------  --------  -----------  -----------

Net increase (decrease) in
 net assets from operations                $  17,718   167,203         55    46,134       27,355       88,042 
                                           ==========  ========  =========  ========  ===========  ===========

</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, 1995

                                           (In thousands)

                                                       Zero      Zero     Zero      Zero
                                          Utility     Coupon    Coupon   Coupon    Coupon    Global
                                           Equity     Fund -    Fund -   Fund -    Fund -    Income
                                            Fund       1995      2000     2005      2010      Fund
                                         ----------  --------  --------  -------  --------  --------
<S>                                      <C>         <C>       <C>       <C>      <C>       <C>
Investment income:
  Dividends reinvested in fund shares    $  65,100     2,930     4,248    2,593     1,881     8,424 
                                         ----------  --------  --------  -------  --------  --------

Expenses:
  Mortality and expense risk charges        14,486       478     1,208      751       726     2,797 
  Administrative charges                     1,738        57       145       90        87       336 
                                         ----------  --------  --------  -------  --------  --------

     Total expenses                         16,224       535     1,353      841       813     3,133 
                                         ----------  --------  --------  -------  --------  --------

     Investment income (loss), net          48,876     2,395     2,895    1,752     1,068     5,291 

Realized gains (losses) and
 unrealized appreciation
 (depreciation) on investments:
  Realized capital gain
   distributions on mutual funds                 -        14         -        -         -         - 
                                         ----------  --------  --------  -------  --------  --------
  Realized gains (losses)
   on sales of investments:
   Proceeds from sales                     134,789    53,632    11,775    8,345    34,323    54,834 
   Cost of investments sold               (133,200)  (53,046)  (10,694)  (7,592)  (31,336)  (55,040)
                                         ----------  --------  --------  -------  --------  --------
     Total realized gains (losses) on
      sales of investments, net              1,589       586     1,081      753     2,987      (206)
                                         ----------  --------  --------  -------  --------  --------

     Realized gains (losses)
      on investments, net                    1,589       600     1,081      753     2,987      (206)

 Net change in unrealized appreciation
  (depreciation) on investments            255,500      (597)   12,514   13,063    15,696    22,286 
                                         ----------  --------  --------  -------  --------  --------

     Total realized gains (losses)
      and unrealized appreciation
      (depreciation) on investments, net   257,089         3    13,595   13,816    18,683    22,080 
                                         ----------  --------  --------  -------  --------  --------

Net increase (decrease) in
  net assets from operations             $ 305,965     2,398    16,490   15,568    19,751    27,371 
                                         ==========  ========  ========  =======  ========  ========

</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, 1995

                                                     (In thousands)

                                           Investment                 Adjustable   Templeton                 Templeton
                                             Grade         Income        U.S.       Pacific      Rising    International
                                          Intermediate   Securities   Government     Growth    Dividends       Equity
                                           Bond Fund        Fund         Fund         Fund        Fund          Fund
                                         --------------  -----------  -----------  ----------  ----------  --------------
<S>                                      <C>             <C>          <C>          <C>         <C>         <C>
Investment income:
  Dividends reinvested in fund shares    $       5,974       58,967       12,390       6,144       7,357          12,759 
                                         --------------  -----------  -----------  ----------  ----------  --------------

Expenses:
  Mortality and expense risk charges             1,832       13,095        2,381       4,028       4,379           9,608 
  Administrative charges                           220        1,571          286         483         526           1,153 
                                         --------------  -----------  -----------  ----------  ----------  --------------

     Total expenses                              2,052       14,666        2,667       4,511       4,905          10,761 
                                         --------------  -----------  -----------  ----------  ----------  --------------

     Investment income (loss), net               3,922       44,301        9,723       1,633       2,452           1,998 

Realized gains (losses) and
 unrealized appreciation
 (depreciation) on investments:
  Realized capital gain
   distributions on mutual funds                     -        4,746            -       2,555           -          15,808 
                                         --------------  -----------  -----------  ----------  ----------  --------------
  Realized gains (losses)
   on sales of investments:
   Proceeds from sales                          16,878       62,553       87,316     142,977      21,235          99,450 
   Cost of investments sold                    (16,254)     (60,199)     (88,643)   (142,382)    (19,912)        (95,103)
                                         --------------  -----------  -----------  ----------  ----------  --------------
     Total realized gains (losses) on
      sales of investments, net                    624        2,354       (1,327)        595       1,323           4,347 
                                         --------------  -----------  -----------  ----------  ----------  --------------

     Realized gains (losses)
      on investments, net                          624        7,100       (1,327)      3,150       1,323          20,155 

 Net change in unrealized appreciation
  (depreciation) on investments                  7,237      145,457        6,258      14,929      81,539          42,587 
                                         --------------  -----------  -----------  ----------  ----------  --------------

     Total realized gains (losses)
      and unrealized appreciation
      (depreciation) on investments, net         7,861      152,557        4,931      18,079      82,862          62,742 
                                         --------------  -----------  -----------  ----------  ----------  --------------

Net increase (decrease) in
 net assets from operations              $      11,783      196,858       14,654      19,712      85,314          64,740 
                                         ==============  ===========  ===========  ==========  ==========  ==============

</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, 1995

                                            (In thousands)

                                           Templeton    Templeton     Templeton
                                          Developing      Global    Global Asset   Small      Total
                                            Markets       Growth     Allocation     Cap        All
                                          Equity Fund      Fund         Fund        Fund      Funds
                                         -------------  ----------  -------------  ------  -----------
<S>                                      <C>            <C>         <C>            <C>     <C>
Investment income:
  Dividends reinvested in fund shares    $        465       1,261            240       -      286,446 
                                         -------------  ----------  -------------  ------  -----------

Expenses:
  Mortality and expense risk charges            1,523       2,919            101      22       87,401 
  Administrative charges                          183         350             12       3       10,488 
                                         -------------  ----------  -------------  ------  -----------

     Total expenses                             1,706       3,269            113      25       97,889 
                                         -------------  ----------  -------------  ------  -----------

     Investment income (loss), net             (1,241)     (2,008)           127     (25)     188,557 

Realized gains (losses) and
 unrealized appreciation
 (depreciation) on investments:
  Realized capital gain
   distributions on mutual funds                  109           -              -       -       40,298 
                                         -------------  ----------  -------------  ------  -----------
  Realized gains (losses)
   on sales of investments:
   Proceeds from sales                         19,245       6,235          4,619       1    1,452,241 
   Cost of investments sold                   (19,631)     (5,932)        (4,548)     (1)  (1,423,917)
                                         -------------  ----------  -------------  ------  -----------
     Total realized gains (losses) on
      sales of investments, net                  (386)        303             71       -       28,324 
                                         -------------  ----------  -------------  ------  -----------

     Realized gains (losses)
      on investments, net                        (277)        303             71       -       68,622 

 Net change in unrealized appreciation
  (depreciation) on investments                 3,149      26,429            323     183      896,966 
                                         -------------  ----------  -------------  ------  -----------

     Total realized gains (losses)
      and unrealized appreciation
      (depreciation) on investments, net        2,872      26,732            394     183      965,588 
                                         -------------  ----------  -------------  ------  -----------

Net increase (decrease) in
 net assets from operations              $      1,631      24,724            521     158    1,154,145 
                                         =============  ==========  =============  ======  ===========

</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, 1995 and 1994

                                                (In thousands)

                                                                       Growth    Growth
                                                  Money      Money      and       and     Precious   Precious
                                                  Market     Market    Income    Income    Metals     Metals
                                                   Fund       Fund      Fund      Fund      Fund       Fund
                                                ----------  --------  --------  --------  ---------  ---------
                                                   1995       1994      1995      1994      1995       1994
                                                ----------  --------  --------  --------  ---------  ---------
<S>                                             <C>         <C>       <C>       <C>       <C>        <C>
Increase (decrease) in net assets:
 Operations:
  Investment income (loss), net                 $  17,718     9,560    (1,279)   (2,959)        52       (793)
  Realized gains (losses) on investments, net           -         -    21,076     8,145      2,150      3,017 
  Net change in unrealized appreciation
   (depreciation) on investments                        -         -   147,406   (21,586)    (2,147)    (5,762)
                                                ----------  --------  --------  --------  ---------  ---------

     Net increase (decrease) in net assets
      from operations                              17,718     9,560   167,203   (16,400)        55     (3,538)
                                                ----------  --------  --------  --------  ---------  ---------
 Contract transactions (note 6):
  Purchase payments                               190,018   402,816    98,725   124,695     11,049     38,433 
  Transfers between funds                        (169,358)   34,121   150,088    59,547    (17,212)    19,303 
  Surrenders and terminations                    (120,722)  (73,487)  (73,514)  (32,245)   (11,728)    (5,784)
  Rescissions                                      (5,198)   (9,660)   (1,783)   (1,852)      (326)      (354)
  Other transactions (note 2)                         238       250       240       (54)       (36)        (2)
                                                ----------  --------  --------  --------  ---------  ---------

     Net increase (decrease) in net assets
      resulting from contract transactions       (105,022)  354,040   173,756   150,091    (18,253)    51,596 
                                                ----------  --------  --------  --------  ---------  ---------

Increase (decrease) in net assets                 (87,304)  363,600   340,959   133,691    (18,198)    48,058 
                                                ----------  --------  --------  --------  ---------  ---------

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

Net assets at end of year                       $ 399,935   487,239   812,732   471,773     97,630    115,828 
                                                ==========  ========  ========  ========  =========  =========

</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, 1995 and 1994

                                                    (In thousands)

                                                                        Real         Real         U.S.         U.S.
                                                  High       High      Estate       Estate     Government   Government
                                                 Income     Income   Securities   Securities   Securities   Securities
                                                  Fund       Fund       Fund         Fund         Fund         Fund
                                                ---------  --------  -----------  -----------  -----------  -----------
                                                  1995       1994       1995         1994         1995         1994
                                                ---------  --------  -----------  -----------  -----------  -----------
<S>                                             <C>        <C>       <C>          <C>          <C>          <C>
Increase (decrease) in net assets:
 Operations:
  Investment income (loss), net                 $ 15,167     6,592        3,361         (357)      30,379       20,347 
  Realized gains (losses) on investments, net      3,298     2,133        1,477           79        2,695        1,513 
  Net change in unrealized appreciation
   (depreciation) on investments                  27,669   (15,346)      22,517         (466)      54,968      (57,407)
                                                ---------  --------  -----------  -----------  -----------  -----------

     Net increase (decrease) in net assets
      from operations                             46,134    (6,621)      27,355         (744)      88,042      (35,547)
                                                ---------  --------  -----------  -----------  -----------  -----------
 Contract transactions (note 6):
  Purchase payments                               47,086    73,592       19,829       69,260       47,766      105,968 
  Transfers between funds                         46,491     5,342      (12,435)      35,863       (5,307)     (93,935)
  Surrenders and terminations                    (43,591)  (20,894)     (17,397)      (8,032)     (74,423)     (62,167)
  Rescissions                                     (1,643)   (1,104)        (277)        (635)      (1,813)      (3,388)
  Other transactions (note 2)                         77        84           99           (9)         132           64 
                                                ---------  --------  -----------  -----------  -----------  -----------

     Net increase (decrease) in net assets
      resulting from contract transactions        48,420    57,020      (10,181)      96,447      (33,645)     (53,458)
                                                ---------  --------  -----------  -----------  -----------  -----------

Increase (decrease) in net assets                 94,554    50,399       17,174       95,703       54,397      (89,005)
                                                ---------  --------  -----------  -----------  -----------  -----------

Net assets at beginning of year                  229,026   178,627      181,599       85,896      504,837      593,842 
                                                ---------  --------  -----------  -----------  -----------  -----------

Net assets at end of year                       $323,580   229,026      198,773      181,599      559,234      504,837 
                                                =========  ========  ===========  ===========  ===========  ===========

</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, 1995 and 1994

                                               (In thousands)

                                                                           Zero     Zero      Zero     Zero
                                                  Utility     Utility     Coupon   Coupon    Coupon   Coupon
                                                  Equity       Equity     Fund -   Fund -    Fund -   Fund -
                                                   Fund         Fund       1995     1995      2000     2000
                                                -----------  ----------  --------  -------  --------  -------
                                                   1995         1994       1995     1994      1995     1994
                                                -----------  ----------  --------  -------  --------  -------
<S>                                             <C>          <C>         <C>       <C>      <C>       <C>
Increase (decrease) in net assets:
 Operations:
  Investment income (loss), net                 $   48,876      31,566     2,395    2,048     2,895    2,226 
  Realized gains (losses) on investments, net        1,589      (4,505)      600      613     1,081      795 
  Net change in unrealized appreciation
   (depreciation) on investments                   255,500    (209,171)     (597)  (2,957)   12,514   (8,436)
                                                -----------  ----------  --------  -------  --------  -------

     Net increase (decrease) in net assets
      from operations                              305,965    (182,110)    2,398     (296)   16,490   (5,415)
                                                -----------  ----------  --------  -------  --------  -------
 Contract transactions (note 6):
  Purchase payments                                 73,558     196,908     1,557    4,941    16,203   22,614 
  Transfers between funds                           10,721    (313,095)  (36,522)   3,202    13,339    1,608 
  Surrenders and terminations                     (141,926)    (97,394)  (13,413)  (6,634)  (10,927)  (5,586)
  Rescissions                                       (1,891)     (4,132)      (49)     (35)     (263)    (371)
  Other transactions (note 2)                          537        (179)       88       (8)      (17)     (11)
                                                -----------  ----------  --------  -------  --------  -------

     Net increase (decrease) in net assets
      resulting from contract transactions         (59,001)   (217,892)  (48,339)   1,466    18,335   18,254 
                                                -----------  ----------  --------  -------  --------  -------

Increase (decrease) in net assets                  246,964    (400,002)  (45,941)   1,170    34,825   12,839 
                                                -----------  ----------  --------  -------  --------  -------

Net assets at beginning of year                  1,058,531   1,458,533    45,941   44,771    76,140   63,301 
                                                -----------  ----------  --------  -------  --------  -------

Net assets at end of year                       $1,305,495   1,058,531         -   45,941   110,965   76,140 
                                                ===========  ==========  ========  =======  ========  =======

</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, 1995 and 1994

                                            (In thousands)

                                                  Zero     Zero     Zero     Zero
                                                 Coupon   Coupon   Coupon   Coupon    Global    Global
                                                 Fund -   Fund -   Fund -   Fund -    Income    Income
                                                  2005     2005     2010     2010      Fund      Fund
                                                --------  -------  -------  -------  --------  --------
                                                  1995     1994     1995     1994      1995      1994
                                                --------  -------  -------  -------  --------  --------
<S>                                             <C>       <C>      <C>      <C>      <C>       <C>
Increase (decrease) in net assets:
 Operations:
  Investment income (loss), net                 $ 1,752    1,027    1,068      736     5,291     3,045 
  Realized gains (losses) on investments, net       753      626    2,987      135      (206)    1,653 
  Net change in unrealized appreciation
   (depreciation) on investments                 13,063   (5,757)  15,696   (3,733)   22,286   (20,889)
                                                --------  -------  -------  -------  --------  --------

     Net increase (decrease) in net assets
      from operations                            15,568   (4,104)  19,751   (2,862)   27,371   (16,191)
                                                --------  -------  -------  -------  --------  --------
 Contract transactions (note 6):
  Purchase payments                              13,119   15,613   12,239    8,813    13,098    78,997 
  Transfers between funds                         4,711     (294)   9,807   13,300   (21,421)   (5,062)
  Surrenders and terminations                    (4,654)  (2,526)  (5,624)  (3,226)  (29,898)  (16,449)
  Rescissions                                      (185)    (306)    (469)    (265)     (400)   (1,310)
  Other transactions (note 2)                       (23)     (96)     177        6        25       137 
                                                --------  -------  -------  -------  --------  --------

     Net increase (decrease) in net assets
      resulting from contract transactions       12,968   12,391   16,130   18,628   (38,596)   56,313 
                                                --------  -------  -------  -------  --------  --------

Increase (decrease) in net assets                28,536    8,287   35,881   15,766   (11,225)   40,122 
                                                --------  -------  -------  -------  --------  --------

Net assets at beginning of year                  44,756   36,469   41,255   25,489   231,368   191,246 
                                                --------  -------  -------  -------  --------  --------

Net assets at end of year                       $73,292   44,756   77,136   41,255   220,143   231,368 
                                                ========  =======  =======  =======  ========  ========

</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, 1995 and 1994

                                                         (In thousands)

                                                  Investment     Investment                              Adjustable   Adjustable
                                                    Grade           Grade        Income       Income        U.S.         U.S.
                                                 Intermediate   Intermediate   Securities   Securities   Government   Government
                                                  Bond Fund       Bond Fund       Fund         Fund         Fund         Fund
                                                --------------  -------------  -----------  -----------  -----------  -----------
                                                     1995           1994          1995         1994         1995         1994
                                                --------------  -------------  -----------  -----------  -----------  -----------
<S>                                             <C>             <C>            <C>          <C>          <C>          <C>
Increase (decrease) in net assets:
 Operations:
  Investment income (loss), net                 $       3,922          1,833       44,301       14,009        9,723        8,204 
  Realized gains (losses) on investments, net             624            677        7,100        4,517       (1,327)      (2,310)
  Net change in unrealized appreciation
   (depreciation) on investments                        7,237         (3,562)     145,457      (86,577)       6,258      (10,031)
                                                --------------  -------------  -----------  -----------  -----------  -----------

     Net increase (decrease) in net assets
      from operations                                  11,783         (1,052)     196,858      (68,051)      14,654       (4,137)
                                                --------------  -------------  -----------  -----------  -----------  -----------
 Contract transactions (note 6):
  Purchase payments                                    15,136         39,681      145,910      334,009       43,555      119,427 
  Transfers between funds                                 364           (430)      33,034       44,929      (75,287)    (144,039)
  Surrenders and terminations                         (16,323)        (8,811)    (125,202)     (68,497)     (27,666)     (30,329)
  Rescissions                                            (379)          (527)      (3,470)      (6,184)      (1,087)      (2,051)
  Other transactions (note 2)                             (24)            (2)         670           81          296          110 
                                                --------------  -------------  -----------  -----------  -----------  -----------

     Net increase (decrease) in net assets
      resulting from contract transactions             (1,226)        29,911       50,942      304,338      (60,189)     (56,882)
                                                --------------  -------------  -----------  -----------  -----------  -----------

Increase (decrease) in net assets                      10,557         28,859      247,800      236,287      (45,535)     (61,019)
                                                --------------  -------------  -----------  -----------  -----------  -----------

Net assets at beginning of year                       139,325        110,466      927,343      691,056      220,042      281,061 
                                                --------------  -------------  -----------  -----------  -----------  -----------

Net assets at end of year                       $     149,882        139,325    1,175,143      927,343      174,507      220,042 
                                                ==============  =============  ===========  ===========  ===========  ===========

</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, 1995 and 1994

                                                        (In thousands)

                                                 Templeton   Templeton                             Templeton       Templeton
                                                  Pacific     Pacific      Rising      Rising    International   International
                                                  Growth       Growth    Dividends   Dividends       Equity          Equity
                                                   Fund         Fund        Fund        Fund          Fund            Fund
                                                -----------  ----------  ----------  ----------  --------------  --------------
                                                   1995         1994        1995        1994          1995            1994
                                                -----------  ----------  ----------  ----------  --------------  --------------
<S>                                             <C>          <C>         <C>         <C>         <C>             <C>
Increase (decrease) in net assets:
 Operations:
  Investment income (loss), net                 $    1,633      (3,669)      2,452         746           1,998          (6,764)
  Realized gains (losses) on investments, net        3,150       2,541       1,323      (1,037)         20,155           6,161 
  Net change in unrealized appreciation
   (depreciation) on investments                    14,929     (32,730)     81,539     (14,714)         42,587         (22,558)
                                                -----------  ----------  ----------  ----------  --------------  --------------

     Net increase (decrease) in net assets
      from operations                               19,712     (33,858)     85,314     (15,005)         64,740         (23,161)
                                                -----------  ----------  ----------  ----------  --------------  --------------
 Contract transactions (note 6):
  Purchase payments                                 27,022     145,620      42,756      62,677          99,403         301,166 
  Transfers between funds                          (52,319)     54,656      50,303     (19,751)        (30,418)        196,400 
  Surrenders and terminations                      (35,125)    (18,242)    (35,907)    (17,224)        (72,338)        (29,507)
  Rescissions                                       (1,057)     (2,213)       (750)       (821)         (2,115)         (3,386)
  Other transactions (note 2)                          (45)         16         131         122              59              87 
                                                -----------  ----------  ----------  ----------  --------------  --------------

     Net increase (decrease) in net assets
      resulting from contract transactions         (61,524)    179,837      56,533      25,003          (5,409)        464,760 
                                                -----------  ----------  ----------  ----------  --------------  --------------

Increase (decrease) in net assets                  (41,812)    145,979     141,847       9,998          59,331         441,599 
                                                -----------  ----------  ----------  ----------  --------------  --------------

Net assets at beginning of year                    348,655     202,676     281,145     271,147         735,339         293,740 
                                                -----------  ----------  ----------  ----------  --------------  --------------

Net assets at end of year                       $  306,843     348,655     422,992     281,145         794,670         735,339 
                                                ===========  ==========  ==========  ==========  ==============  ==============

</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, 1995 and 1994

                                                      (In thousands)

                                                 Templeton     Templeton                            Templeton   Templeton
                                                 Developing   Developing   Templeton   Templeton     Global       Global
                                                  Markets       Markets      Global      Global       Asset       Asset
                                                   Equity       Equity       Growth      Growth    Allocation   Allocation
                                                    Fund         Fund         Fund        Fund        Fund         Fund
                                                ------------  -----------  ----------  ----------  -----------  ----------
                                                    1995         1994         1995        1994        1995         1994
                                                ------------  -----------  ----------  ----------  -----------  ----------
<S>                                             <C>           <C>          <C>         <C>         <C>          <C>
Increase (decrease) in net assets:
 Operations:
  Investment income (loss), net                 $    (1,241)        (542)     (2,008)       (812)         127            -
  Realized gains (losses) on investments, net          (277)         (77)        303          15           71            -
  Net change in unrealized appreciation
   (depreciation) on investments                      3,149       (6,388)     26,429         356          323            -
                                                ------------  -----------  ----------  ----------  -----------  ----------

     Net increase (decrease) in net assets
      from operations                                 1,631       (7,007)     24,724        (441)         521            -
                                                ------------  -----------  ----------  ----------  -----------  ----------
 Contract transactions (note 6):
  Purchase payments                                  42,027       57,484     119,490      89,328        5,580            -
  Transfers between funds                            22,865       43,967      46,237      64,368        9,316            -
  Surrenders and terminations                        (7,387)      (1,472)    (15,658)     (2,702)      (1,163)           -
  Rescissions                                        (1,069)        (501)     (1,966)     (1,166)         (27)           -
  Other transactions (note 2)                           (55)          (2)         64           6            7            -
                                                ------------  -----------  ----------  ----------  -----------  ----------

     Net increase (decrease) in net assets
      resulting from contract transactions           56,381       99,476     148,167     149,834       13,713            -
                                                ------------  -----------  ----------  ----------  -----------  ----------

Increase (decrease) in net assets                    58,012       92,469     172,891     149,393       14,234            -
                                                ------------  -----------  ----------  ----------  -----------  ----------

Net assets at beginning of year                      92,469            -     149,393           -            -            -
                                                ------------  -----------  ----------  ----------  -----------  ----------

Net assets at end of year                       $   150,481       92,469     322,284     149,393       14,234            -
                                                ============  ===========  ==========  ==========  ===========  ==========

</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, 1995 and 1994

                                    (In thousands)

                                                 Small    Small    Total       Total
                                                  Cap      Cap      All         All
                                                  Fund    Fund     Funds       Funds
                                                --------  -----  ----------  ----------
                                                  1995    1994      1995        1994
                                                --------  -----  ----------  ----------
<S>                                             <C>       <C>    <C>         <C>
Increase (decrease) in net assets:
 Operations:
  Investment income (loss), net                 $   (25)      -    188,557      86,043 
  Realized gains (losses) on investments, net         -       -     68,622      24,691 
  Net change in unrealized appreciation
   (depreciation) on investments                    183       -    896,966    (527,714)
                                                --------  -----  ----------  ----------

     Net increase (decrease) in net assets
      from operations                               158       -  1,154,145    (416,980)
                                                --------  -----  ----------  ----------
 Contract transactions (note 6):
  Purchase payments                               2,140       -  1,087,266   2,292,042 
  Transfers between funds                        11,013       -    (11,990)          - 
  Surrenders and terminations                       (36)      -   (884,622)   (511,208)
  Rescissions                                       (19)      -    (26,236)    (40,261)
  Other transactions (note 2)                         4       -      2,644         600 
                                                --------  -----  ----------  ----------

     Net increase (decrease) in net assets
      resulting from contract transactions       13,102       -    167,062   1,741,173 
                                                --------  -----  ----------  ----------

Increase (decrease) in net assets                13,260       -  1,321,207   1,324,193 
                                                --------  -----  ----------  ----------

Net assets at beginning of year                       -       -  6,382,004   5,057,811 
                                                --------  -----  ----------  ----------

Net assets at end of year                       $13,260       -  7,703,211   6,382,004 
                                                ========  =====  ==========  ==========

</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, 1995

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

USE OF ESTIMATES

The  preparation of financial statements in conformity with generally accepted
accounting  principles  requires  management to make estimates and assumptions
that  affect  the reported amounts of assets and liabilities and disclosure of
contingent  assets and liabilities at the date of the financial statements and
the  reported  amounts  of revenues and expenses during the reporting period. 
Actual results could differ from those estimates.

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


A  Fixed  Account  investment option is available to deferred annuity contract
owners.  This account is comprised of equity and fixed income investments
which  are part of the general assets of Allianz Life.  The liabilities of the
Fixed  Account are part of the general obligations of Allianz Life and are not
included  in  the  Variable Account.  The guaranteed minimum rate of return on
the Fixed Account is 3%.

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, Fixed Account and Small Cap Fund were added as
available  investment  options on May 1, 1995, October 1, 1995 and November 1,
1995,  respectively.    The  Zero Coupon - 1995 Fund matured and was closed on
December 15, 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 0.15% 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
deferred annuity 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, 1995 and 1994 were $4,294,361 and
$3,070,519, respectively.  These contract charges are reflected in the
Statements of Changes in Net Assets 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:
<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  deferred annuity 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, 1995 and 1994 were $12,373,225 and $8,600,401,
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, 1995 and 1994 were $119,180 and $88,989, respectively.  Transfer
charges are reflected in the financial statements as other transactions. 
Transfers to the Fixed Account were $11,989,631 during the year ended December
31, 1995.

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.  All investments were withdrawn
by Allianz Life on December 21, 1995 at the then-current market value of
$525,500.

On September 18, 1995, $250,000 was provided by Allianz Life for the
establishment  of  the Small Cap Fund.  On December 31, 1995, the market value
of this investment was $255,750.

4.  INVESTMENT TRANSACTIONS

The  sub-account  purchases of fund shares, including reinvestment of dividend
distributions,  were  as  follows  during the year ended December 31, 1995 (in
thousands):

<TABLE>

<CAPTION>

<S>                                       <C>
Money Market Fund                         $334,323
Growth and Income Fund                     228,178
Precious Metals Fund                        47,816
High Income Fund                           113,096
Real Estate Securities Fund                 27,566
U.S. Government Securities Fund             81,756
Utility Equity Fund                        125,296
Zero Coupon Fund - 1995                      7,693
Zero Coupon Fund - 2000                     33,059
Zero Coupon Fund - 2005                     23,101
Zero Coupon Fund - 2010                     51,558
Global Income Fund                          21,630
Investment Grade Intermediate Bond Fund     19,654
Income Securities Fund                     163,073
Adjustable U.S. Government Fund             36,931
Templeton Pacific Growth Fund               85,778
Rising Dividends Fund                       80,456
Templeton International Equity Fund        112,294
Templeton Developing Markets Equity Fund    74,549
Templeton Global Growth Fund               152,536
Templeton Global Asset Allocation Fund      18,572
Small Cap Fund                              13,104

</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.

<PAGE>

6.   CONTRACT TRANSACTIONS - ACCUMULATION UNIT ACTIVITY (IN THOUSANDS EXCEPT
PER UNIT DATA)

Transactions  in units for each fund for the years ended December 31, 1995 and
1994 were as follows:

<TABLE>

<CAPTION>

                                                                   Growth                           Real         U.S.
                                                         Money      and     Precious     High      Estate     Government
                                                        Market     Income    Metals     Income   Securities   Securities
                                                         Fund       Fund      Fund       Fund       Fund         Fund
                                                       ---------  --------  ---------  --------  -----------  -----------
<S>                                                    <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 
Contract transactions:
 Purchase payments                                       33,071     9,135      2,732     4,967        4,417        7,429 
 Transfers between funds                                  2,902     4,379      1,303       422        2,206       (6,649)
 Surrenders and terminations                             (6,011)   (2,397)      (409)   (1,428)        (525)      (4,458)
 Rescissions                                               (792)     (137)       (26)      (75)         (41)        (239)
 Other transactions                                          20        (4)         -         6           (1)           5 
                                                       ---------  --------  ---------  --------  -----------  -----------
     Net increase (decrease) in accumulation
      units resulting from contract transactions         29,190    10,976      3,600     3,892        6,056       (3,912)
                                                       ---------  --------  ---------  --------  -----------  -----------

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

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

Contract transactions:
 Purchase payments                                       15,069     6,403        796     2,877        1,233        3,115 
 Transfers between funds                                (13,495)    9,757     (1,290)    2,959         (792)        (266)
 Surrenders and terminations                             (9,580)   (4,859)      (846)   (2,661)      (1,077)      (4,916)
 Rescissions                                               (410)     (118)       (24)     (102)         (17)        (118)
 Other transactions                                          19        15         (2)        4            6            8 
                                                       ---------  --------  ---------  --------  -----------  -----------
     Net increase (decrease) in accumulation
      units resulting from contract transactions         (8,397)   11,198     (1,366)    3,077         (647)      (2,177)
                                                       ---------  --------  ---------  --------  -----------  -----------

Accumulation units outstanding at December 31, 1995      31,040    46,893      6,919    18,756       10,998       34,313 
                                                       =========  ========  =========  ========  ===========  ===========

Accumulation unit value per unit at December 31, 1995  $ 12.883    17.310     14.109    17.252       18.073       16.298 
                                                       =========  ========  =========  ========  ===========  ===========

Accumulation net assets at December 31, 1995           $399,901   811,706     97,630   323,580      198,773      559,234 
                                                       =========  ========  =========  ========  ===========  ===========

</TABLE>

<PAGE>

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

<TABLE>

<CAPTION>

                                                                     Zero      Zero     Zero     Zero
                                                         Utility    Coupon    Coupon   Coupon   Coupon    Global
                                                         Equity     Fund -    Fund -   Fund -   Fund -    Income
                                                          Fund       1995      2000     2005     2010      Fund
                                                       -----------  -------  --------  -------  -------  --------
<S>                                                    <C>          <C>      <C>       <C>      <C>      <C>
Accumulation units outstanding at December 31, 1993        84,217    3,092     3,787    2,020    1,405    13,054 
Contract transactions:
 Purchase payments                                         12,472      344     1,434      942      541     5,526 
 Transfers between funds                                  (19,941)     224       114       (4)     864      (465)
 Surrenders and terminations                               (6,391)    (462)     (357)    (154)    (204)   (1,178)
 Rescissions                                                 (264)      (2)      (24)     (18)     (17)      (92)
 Other transactions                                           (11)      (1)       (1)      (6)       -        10 
                                                       -----------  -------  --------  -------  -------  --------
     Net increase (decrease) in accumulation
      units resulting from contract transactions          (14,135)     103     1,166      760    1,184     3,801 
                                                       -----------  -------  --------  -------  -------  --------

Accumulation units outstanding at December 31, 1994        70,082    3,195     4,953    2,780    2,589    16,855 
                                                       ===========  =======  ========  =======  =======  ========

Accumulation unit value per unit at December 31, 1994  $   15.104   14.380    15.373   16.096   15.930    13.726 
                                                       ===========  =======  ========  =======  =======  ========

Contract transactions:
 Purchase payments                                          4,303      106       966      715      652       904 
 Transfers between funds                                      736   (2,398)      800      269      511    (1,494)
 Surrenders and terminations                               (8,372)    (905)     (636)    (249)    (297)   (2,058)
 Rescissions                                                 (113)      (3)      (16)     (10)     (27)      (28)
 Other transactions                                            33        5        (1)      (1)       9         2 
                                                       -----------  -------  --------  -------  -------  --------
     Net increase (decrease) in accumulation
      units resulting from contract transactions           (3,413)  (3,195)    1,113      724      848    (2,674)
                                                       -----------  -------  --------  -------  -------  --------

Accumulation units outstanding at December 31, 1995        66,669        -     6,066    3,504    3,437    14,181 
                                                       ===========  =======  ========  =======  =======  ========

Accumulation unit value per unit at December 31, 1995  $   19.565        -    18.294   20.914   22.431    15.522 
                                                       ===========  =======  ========  =======  =======  ========

Accumulation net assets at December 31, 1995           $1,304,348        -   110,965   73,292   77,136   220,143 
                                                       ===========  =======  ========  =======  =======  ========

</TABLE>

<PAGE>

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

<TABLE>

<CAPTION>

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

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

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

Contract transactions:
 Purchase payments                                             1,016        7,979        3,753       2,065       3,782 
 Transfers between funds                                          30        1,879       (6,551)     (4,013)      4,493 
 Surrenders and terminations                                  (1,099)      (6,965)      (2,397)     (2,714)     (3,208)
 Rescissions                                                     (25)        (192)         (95)        (82)        (68)
 Other transactions                                               (2)          39           25          (4)         12 
                                                       --------------  -----------  -----------  ----------  ----------
     Net increase (decrease) in accumulation
      units resulting from contract transactions                 (80)       2,740       (5,265)     (4,748)      5,011 
                                                       --------------  -----------  -----------  ----------  ----------

Accumulation units outstanding at December 31, 1995            9,692       59,309       14,600      22,483      33,789 
                                                       ==============  ===========  ===========  ==========  ==========

Accumulation unit value per unit at December 31, 1995  $      15.463       19.785       11.951      13.630      12.498 
                                                       ==============  ===========  ===========  ==========  ==========

Accumulation net assets at December 31, 1995           $     149,882    1,173,447      174,507     306,448     422,318 
                                                       ==============  ===========  ===========  ==========  ==========

</TABLE>

<PAGE>

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

<TABLE>

<CAPTION>

                                                                    Templeton                Templeton
                                                     Templeton     Developing   Templeton     Global
                                                   International     Markets      Global       Asset      Small     Total
                                                      Equity         Equity       Growth    Allocation     Cap       All
                                                       Fund           Fund         Fund        Fund       Fund      Funds
                                                  ---------------  -----------  ----------  -----------  -------  ----------
<S>                                               <C>              <C>          <C>         <C>          <C>      <C>
Accumulation units outstanding
 at December 31, 1993                                     24,026            -           -            -        -     341,145 
Contract transactions:
 Purchase payments                                        23,800        5,673       8,715            -        -     171,113 
 Transfers between funds                                  15,240        4,296       6,300            -        -       2,698 
 Surrenders and terminations                              (2,341)        (146)       (265)           -        -     (37,245)
 Rescissions                                                (268)         (49)       (114)           -        -      (2,990)
 Other transactions                                            7            -           1            -        -          54 
                                                  ---------------  -----------  ----------  -----------  -------  ----------
     Net increase (decrease) in accumulation
      units resulting from contract transactions          36,438        9,774      14,637            -        -     133,630 
                                                  ---------------  -----------  ----------  -----------  -------  ----------

Accumulation units outstanding
 at December 31, 1994                                     60,464        9,774      14,637            -        -     474,775 
                                                  ===============  ===========  ==========  ===========  =======  ==========

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

Contract transactions:
 Purchase payments                                         7,774        4,364      10,991          538      212      79,613 
 Transfers between funds                                  (2,530)       2,372       4,306          916    1,096      (2,705)
 Surrenders and terminations                              (5,662)        (773)     (1,448)        (114)      (4)    (60,840)
 Rescissions                                                (168)        (112)       (183)          (3)      (2)     (1,916)
 Other transactions                                            5           (7)          6            1        -         172 
                                                  ---------------  -----------  ----------  -----------  -------  ----------
     Net increase (decrease) in accumulation
      units resulting from contract transactions            (581)       5,844      13,672        1,338    1,302      14,324 
                                                  ---------------  -----------  ----------  -----------  -------  ----------

Accumulation units outstanding
 at December 31, 1995                                     59,883       15,618      28,309        1,338    1,302     489,099 
                                                  ===============  ===========  ==========  ===========  =======  ==========

Accumulation unit value per
 unit at December 31, 1995                        $       13.263        9.582      11.339       10.591   10.146 
                                                  ===============  ===========  ==========  ===========  =======            

Accumulation net assets at December 31, 1995      $      794,226      149,649     320,997       14,167   13,211   7,695,560 
                                                  ===============  ===========  ==========  ===========  =======  ==========

</TABLE>

<PAGE>





               ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
                               AND SUBSIDIARIES

                      Consolidated Financial Statements


                          December 31, 1995 and 1994
<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, 1995 and 1994, 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, 1995. 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, 1995 and 1994, 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, 1995, in conformity with generally accepted
accounting principles.

In  1994, as discussed in note 1 to the consolidated financial statements, the
Company  adopted  the provisions of the Financial Accounting Standards Board's
Statement  of  Financial 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 the Financial Accounting Standards Board's Statements of
Financial Accounting Standards No. 106, Accounting for Postretirement Benefits
Other Than Pensions and No. 109, Accounting for Income Taxes.


                                             KPMG Peat Marwick LLP



February 6, 1996
<PAGE>

<TABLE>

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

                            Consolidated Balance Sheets

                            December 31, 1995 and 1994
                         (in thousands except share data)

Assets                                                         1995         1994
- ----------------------------------------------------------  -----------  ----------
<S>                                                         <C>          <C>
Investments:
    Fixed maturities, at amortized cost                     $         0      90,615
    Fixed maturities, at market                               2,549,598   1,906,208
    Equity securities, at market                                254,458     131,712
    Mortgage loans on real estate                               203,128     163,099
    Real estate, at cost                                          8,806       4,685
    Investment in real estate partnerships, at equity            11,975      12,551
    Certificates of deposit and short-term securities            31,501     155,307
    Policy loans                                                104,184     101,899
    Other long-term investments                                     650       1,117
                                                            -----------  ----------
             Total investments                                3,164,300   2,567,193

Cash                                                             10,936      63,883
Accrued investment income                                        36,858      34,786
Receivables (net of allowance for uncollectible
    accounts of $7,697 in 1995 and $9,607 in 1994)              124,700     111,400
Reinsurance receivable:
    Funds held on deposit                                     1,060,566     927,353
    Recoverable on future policy benefit reserves                43,248      35,387
    Recoverable on unpaid claims                                109,075     105,603
    Receivable on paid claims                                    22,172      26,736
Prepaid insurance premiums                                        4,078       4,317
Home office property and equipment (net of accumulated
    depreciation of $21,256 in 1995 and $28,547 in 1994)          8,790      11,612
Deferred acquisition costs                                      826,994     798,442
Federal income tax recoverable                                    3,947       3,794
Other assets                                                     11,048       9,818
                                                            -----------  ----------
             Assets, exclusive of separate account assets     5,426,712   4,700,324

Separate account assets                                       8,402,003   6,965,755
                                                            -----------  ----------

             Total assets                                   $13,828,715  11,666,079
                                                            ===========  ==========
</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, 1995 and 1994
                                (in thousands except share data)

Liabilities and Stockholder's Equity                                       1995         1994
- ---------------------------------------------------------------------  ------------  -----------
<S>                                                                    <C>           <C>
Liabilities:
    Future policy benefit reserves:
        Life                                                           $ 1,088,964    1,022,537 
        Annuity                                                          2,601,943    2,304,560 
    Policy and contract claims                                             371,898      355,411 
    Unearned premiums                                                       34,181       40,376 
    Reinsurance payable                                                     72,838       81,507 
    Deferred income taxes                                                  140,174        5,807 
    Accrued expenses                                                        41,266       29,006 
    Commissions due and accrued                                             22,979       24,190 
    Other policyholder funds                                                82,138       73,509 
    Other liabilities                                                       19,137       76,314 
                                                                       ------------  -----------
             Liabilities, exclusive of separate account liabilities      4,475,518    4,013,217 

    Separate account liabilities                                         8,402,003    6,965,755 
                                                                       ------------  -----------

             Total liabilities                                          12,877,521   10,978,972 
                                                                       ------------  -----------

Minority interest in subsidiary                                                  0        7,662 
                                                                       ------------  -----------

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, 25 million shares issued and outstanding
        in 1995 and 40 million shares issued and outstanding in 1994        25,000       40,000 
    Additional paid-in capital                                             407,088      406,494 
    Net unrealized holding gain (loss) on securities
        available-for-sale, net of deferred federal income taxes           139,204      (62,073)
    Net unrealized Canadian currency loss                                   (3,455)      (3,787)
    Retained earnings                                                      363,357      278,811 
                                                                       ------------  -----------
             Total stockholder's equity                                    951,194      679,445 
                                                                       ------------  -----------

Commitments and contingencies (notes 7 and 12)

             Total liabilities and stockholder's equity                $13,828,715   11,666,079 
                                                                       ============  ===========
</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, 1995, 1994 and 1993
                                       (in thousands)

                                                               1995        1994       1993
                                                            -----------  ---------  ---------
<S>                                                         <C>          <C>        <C>
Revenue:
    Life insurance premiums                                 $  257,647    234,295    217,717 
    Other life policy considerations                            93,158     92,254     88,003 
    Annuity considerations                                     147,112    120,240     69,583 
    Accident and health premiums                               527,059    547,508    508,785 
                                                            -----------  ---------  ---------
             Total premiums and considerations               1,024,976    994,297    884,088 
    Premiums ceded                                             223,226    244,208    202,904 
                                                            -----------  ---------  ---------
             Net premiums and considerations                   801,750    750,089    681,184 

    Investment income, net                                     201,158    181,291    174,831 
    Realized investment gains, net                              29,202        829     28,318 
    Other                                                       10,140     12,703      9,347 
                                                            -----------  ---------  ---------
             Total revenue                                   1,042,250    944,912    893,680 
                                                            -----------  ---------  ---------
Benefits and expenses:
    Life insurance benefits                                    268,163    254,326    233,694 
    Annuity benefits                                           145,636    131,793    113,500 
    Accident and health insurance benefits                     374,743    379,122    341,676 
                                                            -----------  ---------  ---------
             Total benefits                                    788,542    765,241    688,870 
    Benefit recoveries                                         210,702    212,144    155,043 
                                                            -----------  ---------  ---------
             Net benefits                                      577,840    553,097    533,827 

    Commissions and other agent compensation                   233,939    313,715    398,161 
    General and administrative expenses                        115,419    111,116    109,333 
    Taxes, licenses and fees                                    17,672     22,514     25,239 
    Increase in deferred acquisition costs, net                (28,552)  (132,090)  (253,234)
    Minority interest in income of consolidated subsidiary         (30)       (66)         0 
                                                            -----------  ---------  ---------
             Total benefits and expenses                       916,288    868,286    813,326 
                                                            -----------  ---------  ---------

             Income from operations before income taxes        125,962     76,626     80,354 
                                                            -----------  ---------  ---------
Income tax expense (benefit):
    Current                                                     12,993      5,098     30,215 
    Deferred                                                    25,772     16,053     (6,496)
                                                            -----------  ---------  ---------
             Total income tax expense                           38,765     21,151     23,719 
                                                            -----------  ---------  ---------
Income before cumulative effect of
                 changes in accounting                          87,197     55,475     56,635 
Cumulative effect of changes in accounting                           0          0     26,875 
                                                            -----------  ---------  ---------
             Net income                                     $   87,197     55,475     83,510 
                                                            ===========  =========  =========
</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, 1995, 1994 and 1993
                                       (in thousands)

                                                                1995       1994       1993
                                                              ---------  ---------  --------
<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                                40,000          0         0 
    Issuance of stock during the year                                0     40,000         0 
    Redemption of stock during the year                        (15,000)         0         0 
                                                              ---------  ---------  --------
    Balance at end of year                                      25,000     40,000         0 
                                                              ---------  ---------  --------

Additional paid-in capital:
    Balance at beginning of year                               406,494    401,304   401,304 
    Additional contribution from parent                            594      5,190         0 
                                                              ---------  ---------  --------
    Balance at end of year                                     407,088    406,494   401,304 
                                                              ---------  ---------  --------

Net unrealized gain (loss) on investments:
    Balance at beginning of year                               (62,073)     9,071    12,071 
    Cumulative effect of implementation of Statement
        No. 115, net of deferred federal income taxes                0     74,866         0 
    Net unrealized gain on securities transferred
        from held-to-maturity to available-for-sale
        classification, net of deferred federal income taxes     1,789          0         0 
    Net unrealized gain (loss) during the year,
        net of deferred federal income taxes                   199,488   (146,010)   (3,000)
                                                              ---------  ---------  --------
    Balance at end of year                                     139,204    (62,073)    9,071 
                                                              ---------  ---------  --------

Net unrealized Canadian currency gain (loss):
    Balance at beginning of year                                (3,787)    (2,708)   (1,835)
    Net unrealized gain (loss) during the year,
        net of deferred federal income taxes                       332     (1,079)     (873)
                                                              ---------  ---------  --------
    Balance at end of year                                      (3,455)    (3,787)   (2,708)
                                                              ---------  ---------  --------

Retained earnings:
    Balance at beginning of year                               278,811    223,749   140,239 
    Net income                                                  87,197     55,475    83,510 
    Cash dividend to stockholder                                (2,651)      (413)        0 
                                                              ---------  ---------  --------
    Balance at end of year                                     363,357    278,811   223,749 
                                                              ---------  ---------  --------

              Total stockholder's equity                      $951,194    679,445   651,416 
                                                              =========  =========  ========
</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, 1995, 1994 and 1993
                                   (in thousands)

                                                       1995       1994       1993
                                                    ----------  ---------  ---------
 <S>                                                <C>         <C>        <C>
Cash flows used in operating activities:
    Net income                                      $  87,197     55,475     83,510 
                                                    ----------  ---------  ---------

    Adjustments to reconcile net income to net
     cash used in operating activities:
     Realized gains on investments                    (29,202)      (829)   (28,318)
     Deferred federal income tax (benefit) expense     25,772     16,053     (6,496)
     Cumulative effect of changes in accounting             0          0    (26,875)
     Charges to policy account balances              (120,254)  (125,488)  (105,912)
     Interest credited to policy account balances     169,151    150,490    147,983 
     Change in:
        Accrued investment income                      (2,072)      (764)    (2,725)
        Receivables                                   (13,300)    12,040    (20,206)
        Reinsurance receivables                      (190,953)   (93,453)  (107,809)
        Deferred acquisition costs                    (28,552)  (132,090)  (253,234)
        Future policy benefit reserves                 66,932     20,791     (9,557)
        Policy and contract claims                     25,116     25,072     40,211 
        Unearned premiums                              (6,195)    (1,194)    (2,111)
        Reinsurance payable                            (8,669)    19,779     31,653 
        Current tax recoverable                          (153)    (6,255)     1,085 
        Deferred tax liability                              0          0     15,936 
        Accrued expenses and other liabilities        (43,867)    54,626     14,657 
        Commissions due and accrued                    (1,211)     3,316      1,461 
     Depreciation and amortization                    (23,391)   (11,498)    (7,681)
     Other, net                                           916        (86)     2,303 
                                                    ----------  ---------  ---------
             Total adjustments                       (179,932)   (69,490)  (315,635)
                                                    ----------  ---------  ---------

             Net cash used in operating activities    (92,735)   (14,015)  (232,125)
                                                    ----------  ---------  ---------
</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, 1995, 1994 and 1993
                                         (in thousands)

                                                                 1995        1994        1993
                                                             ------------  ---------  -----------
<S>                                                          <C>           <C>        <C>
Cash flows used in investing activities:
    Purchase of fixed maturities, at amortized cost          $         0          0   (1,191,749)
    Purchase of fixed maturities, at market                   (1,533,290)  (928,532)           0 
    Purchase of equity securities                               (166,701)  (145,267)    (205,345)
    Purchase of other long-term investments                            0       (467)        (650)
    Funding of mortgage loans                                    (66,301)   (64,808)     (20,097)
    Sale of fixed maturities, at amortized cost                        0          0      666,893 
    Sale of fixed maturities, at market                        1,242,988    791,659            0 
    Matured or redeemed fixed maturities, at amortized cost        7,022      4,342      314,223 
    Matured fixed maturities, at market                           38,991     32,508            0 
    Sale of equity securities                                     97,619    150,347      217,524 
    Repayment of mortgage loans                                   25,563     28,206       15,989 
    Sale of minority interest in subsidiary                            0          0        8,189 
    Purchase of minority interest's shares in subsidiary          (7,903)         0            0 
    Net change in certificates of deposit and
        short-term securities                                    123,806    (96,344)      33,330 
    Other                                                         (2,851)    (6,232)         782 
                                                             ------------  ---------  -----------

             Net cash used in investing activities              (241,057)  (234,588)    (160,911)
                                                             ------------  ---------  -----------


Cash flows used in financing activities:
    Policyholders' deposits to account balances              $   553,699    526,918      639,633 
    Policyholders' withdrawals from account balances            (291,102)  (235,309)    (164,911)
    Change in assets held under reinsurance agreements            36,354    (59,349)     (75,658)
    Net change in mortgage notes payable                          (1,049)       (39)         (36)
    Additional paid-in capital from parent                           594      5,190            0 
    Preferred stock transactions                                 (15,000)    40,000            0 
    Cash dividends paid                                           (2,651)      (413)           0 
                                                             ------------  ---------  -----------

            Net cash used in financing activities                280,845    276,998      399,028 
                                                             ------------  ---------  -----------

            Net change in cash                                   (52,947)    28,395        5,992 

Cash at beginning of year                                         63,883     35,488       29,496 
                                                             ------------  ---------  -----------

Cash at end of year                                          $    10,936     63,883       35,488 
                                                             ============  =========  ===========
</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, 1995, 1994 and 1993
                                (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.

The  Company  is a life insurance company which is licensed to sell both group
and  individual  life,  annuity and accident and health policies in the United
States, Canada and several U.S. territories.  Based on 1995 gross premium
volume, 13%, 71% and 16% of the Company's business is life, annuity and
accident and health, respectively.  The Company's primary distribution
channels  are  through  strategic alliances with other insurance companies and
third party marketing organizations.  The Company has a significant
relationship as of December 31, 1995 with a mutual fund company and its
broker/dealer network related to sales of its variable life and variable
annuity products and another significant administration, marketing and
reinsurance relationship with an unrelated insurance 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.

The preparation of financial statements in conformity with GAAP requires
management to make certain estimates and assumptions that affect reported
assets  and liabilities including reporting or disclosure of contingent assets
and liabilities as of the balance sheet date and the reported amounts of
revenues  and expenses during the reporting period.  Actual results could vary
significantly from management's estimates.

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 1995, 1994 and 1993 were $117,782, $108,676 and $72,431, 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, 1995 and 1994.

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

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.

<PAGE>

INVESTMENTS

On January 1, 1994, the Company adopted Statement of Financial Accounting
Standards (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 reported at amortized cost.  Debt and equity securities bought
and held principally for the purpose of selling them in the near term are
classified as "trading securities" and 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 reported at fair value, with
unrealized  gains and losses reported as a separate component of stockholders'
equity, net of deferred taxes.  SFAS No. 115 did 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.

At  December  31,  1995, the Company transferred all of its securities with an
amortized cost of $83,357 classified as "held-to-maturity' to the
"available-for-sale"  classifications  as provided in the Financial Accounting
Standards  Board (FASB) Special Report on the implementation of SFAS No. 115. 
The effect of this transfer was an increase in stockholder's equity of $1,789.
All of the Company's investment portfolio is classified as
"available-for-sale" at December 31, 1995.

Short-term investments are carried at amortized cost which approximates
market.  Policy loans are reflected at their unpaid principal balances.
Mortgage loans are reflected at unpaid principal balances adjusted for premium
and discount amortization and an allowance for uncollectible balances.  During
1995, the Company adopted SFAS No. 114, Accounting by Creditors for Impairment
of a Loan and SFAS No. 118, Accounting by Creditors for Impairment of a
Loan-Income Recognition and Disclosures.  SFAS No. 114 addresses accounting by
creditors  for  impairment  of certain loans.  It requires that impaired loans
within  the  scope  of the Statement be measured based on the present value of
expected  future  cash  flows discounted at the loan's effective interest rate
or,  alternatively, at the loan's observable market price of the fair value of
supporting  collateral.   The Company analyzes loan impairment at least once a
year when assessing the adequacy of the allowance for possible credit losses. 
SFAS  No.  118 permits existing income recognition practices to continue.  The
Company  does  not accrue interest on impaired loans and accounts for interest
income on a cash basis.  The adoption of these Statements did not have a
material impact on the Company's net income or financial position.

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, 1995 and 1994, investments with a carrying value of $37,879
and $44,337, 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
<PAGE>

may cause estimates of fair values to differ from the amounts presented
herein.

INCOME TAXES

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.  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.

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
policyholder's and contractholder's account.

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.

<TABLE>

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

<S>                                                                       <C>       
SFAS No. 106, Accounting for Postretirement Benefits Other Than Pensions  $(4,006)
SFAS No. 109, Accounting for Income Taxes                                  30,881 
                                                                          --------

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

ACCOUNTING PRONOUNCEMENTS TO BE ADOPTED

In  March 1995, the FASB issued SFAS No. 121, Accounting for the Impairment of
Long-Lived  Assets and for Long-Lived Assets to Be Disposed Of, which requires
impairment  losses to be recorded on long-lived assets used in operations when
indicators of impairment are present and the undiscounted cash flows estimated
to  be  generated  by those assets are less than the assets' carrying amount. 
SFAS    No.  121  also addresses the accounting for long-lived assets that are
expected  to be disposed of by a company.  The Company will adopt SFAS No. 121
in  the  first  quarter  of 1996 and, based on current circumstances, does not
believe the effect of adoption will be material.
<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.

<TABLE>

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

                                 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
</TABLE>


(3)  INVESTMENTS

<TABLE>

<CAPTION>
Investments at December 31, 1995 consist of:

                                                                               Amount
                                                       Amortized   Estimated  shown on
                                                          cost       fair      balance
                                                        or cost      value      sheet
                                                       ----------  ---------  ---------
<S>                                                    <C>         <C>        <C>
Fixed maturities - Available-for-sale:
    U.S. government                                    $  793,311    867,793    867,793
    States and political subdivisions                         469        481        481
    Foreign government                                    254,457    265,797    265,797
    Public utilities                                       32,100     36,728     36,728
    Corporate securities                                  709,906    747,609    747,609
    Mortgage backed securities                            516,538    548,182    548,182
    Collateralized mortgage obligations                    80,949     83,008     83,008
                                                       ----------  ---------  ---------

       Total fixed maturities                          $2,387,730  2,549,598  2,549,598
                                                       ----------  ---------  ---------
Equity securities - Available-for-sale:
    Common stocks:
       Public utilities                                     9,305     10,377     10,377
       Banks, trusts and insurance companies                6,305      7,108      7,108
       Industrial and miscellaneous                       171,163    221,002    221,002
    Nonredeemable preferred stocks                         14,835     15,971     15,971
                                                       ----------  ---------  ---------

       Total equity securities                         $  201,608    254,458    254,458
                                                       ----------  ---------  ---------
<PAGE>


Other investments:
    Mortgage loans on real estate                         203,128  XXXXXXXXX    203,128
    Real estate:
       Investment properties                                8,806  XXXXXXXXX      8,806
       Partnerships                                        11,975  XXXXXXXXX     11,975
    Certificates of deposit and short term securities      31,501  XXXXXXXXX     31,501
    Policy loans                                          104,184  XXXXXXXXX    104,184
    Other long term investments                               650  XXXXXXXXX        650
                                                       ----------  ---------  ---------

       Total other investments                         $  360,244  XXXXXXXXX    360,244
                                                       ----------  ---------  ---------

       Total investments                               $2,949,582  XXXXXXXXX  3,164,300
                                                       ==========  =========  =========
</TABLE>

<TABLE>

<CAPTION>
At December 31, 1995 and 1994, the amortized cost, gross unrealized gains, gross
unrealized losses and estimated fair values of marketable securities are as follows:

                                         Amortized     Gross       Gross     Estimated
                                            cost     unrealized  unrealized    fair
                                          or cost      gains       losses      value
                                         ----------  ----------  ----------  ---------
<S>                                      <C>         <C>         <C>         <C>
1995:
Available-for-sale:
    U.S. government                      $  793,311      74,482           0    867,793
    States and political subdivisions           469          12           0        481
    Foreign government                      254,457      11,613         273    265,797
    Public utilities                         32,100       4,628           0     36,728
    Corporate securities                    709,906      41,746       4,043    747,609
    Mortgage backed securities              516,538      31,644           0    548,182
    Collateralized mortgage obligations      80,949       2,751         692     83,008
                                         ----------  ----------  ----------  ---------
      Total fixed maturities              2,387,730     166,876       5,008  2,549,598
    Equity securities                       201,608      61,753       8,903    254,458
                                         ----------  ----------  ----------  ---------
      Total                              $2,589,338     228,629      13,911  2,804,056
                                         ==========  ==========  ==========  =========
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
                                         ==========  ==========  ==========  =========
</TABLE>
<PAGE>


The changes in unrealized gains (losses) on fixed maturities
available-for-sale  securities were $261,471 and $(214,245) and the changes in
unrealized  losses on held-to-maturity securities were $0 and $(8,783) for the
years ended December 31, 1995 and 1994, respectively.  The change in
unrealized gains from fixed maturities was $33,645 for the year ended December
31, 1993.

The  changes in unrealized gains (losses) in equity investments, which include
common  stocks  and nonredeemable preferred stocks, and other investments were
$48,186, $(9,587) and $(2,468) for the years ended December 31, 1995, 1994 and
1993, respectively.

<TABLE>

<CAPTION>
The  amortized  cost  and estimated fair value of fixed maturities at December
31,  1995,  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.

                                            Amortized   Estimated
                                               cost     fair value
                                            ----------  ----------
<S>                                         <C>         <C>
Available-for-sale:
    Due in one year or less                 $    3,494       3,552
    Due after one year through five years      282,290     295,698
    Due after five years through ten years   1,252,516   1,337,963
    Due after ten years                        251,943     281,195
    Mortgage backed securities                 597,487     631,190
                                            ----------  ----------

    Totals                                  $2,387,730   2,549,598
                                            ==========  ==========
</TABLE>

Gross gains of $41,962 and $26,848 and gross losses of $14,607 and $26,805
were realized on sales of available-for-sale securities in 1995 and 1994,
respectively; related taxes were $9,574 and $715 in 1995 and 1994,
respectively.  Proceeds from redemptions of held-to-maturity securities
during 1995 and 1994 were $7,022 and $4,342, respectively, with no gain
or loss realized on the transactions.  Proceeds from sales of fixed
maturity securities in 1993 were $666,893.  Gross gains of $25,229 and
gross losses of $2,102 were realized on sales of fixed maturities in 1993;
related taxes were $8,094.

<TABLE>

<CAPTION>
Net realized investment gains (losses) for the respective years ended December
31 are summarized as follows:

                                       1995     1994     1993
                                     --------  -------  -------
 <S>                                 <C>       <C>      <C>
Fixed maturities, at amortized cost  $     0        0   23,127 
Fixed maturities, at market           21,877   (2,712)       0 
Equity securities                      5,478    2,745    5,876 
Mortgage loans                          (687)  (1,667)    (189)
Real estate                            2,530    2,067     (513)
Other                                      4      396       17 
                                     --------  -------  -------
         Net gains before taxes       29,202      829   28,318 

<PAGE>

Tax expense on net realized gains     10,218      352   10,329 
                                     --------  -------  -------

         Net gains after taxes       $18,984      477   17,989 
                                     ========  =======  =======
</TABLE>

In 1995, in conjunction with an expanded marketing agreement, the Company
provided  an  unrelated  insurance  company with $30 million 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%.  If converted, the Company would obtain approximately 10% equity ownership
in the unrelated company.  The Company has no intention of converting the
debenture in the near term.

During 1995 and 1994, the Company entered 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, 1995 there were no outstanding
amounts  under  the  Company's  dollar roll program.  As of December 31, 1994,
mortgage  backed securities underlying the agreements were carried at a market
value  of  $58,174  and  other liabilities included $58,150 for funds received
under these agreements.  Average balances outstanding were $67,735 and $66,110
and  weighted  average interest rates were 7.4% and 6.5% during 1995 and 1994,
respectively.

During  1995 and 1994 the Company participated in a securities lending program
that  is  administered  by Allianz Investment Corporation (AIC), an affiliated
company.  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 on 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.  There were no
securities on loan at December 31, 1995.  As of December 31, 1994, the
estimated  market  value of the loaned securities was $110,063, collateralized
by investments in FNMA securities.

<TABLE>

<CAPTION>
Impaired mortgage loans are defined as those where it is probable that amounts
due according to contractual terms, including principal and interest, will not
be collected.  Impaired mortgage loans are measured by the Company at the fair
value  of  collateral.  Interest income on impaired mortgage loans is recorded
on a cash basis.  Below is a summary of impaired mortgage loans as of December
31, 1995.

                              Impaired          Impaired        Total
                           mortgage loans    mortgage loans    impaired
                           with a related   without a related  mortgage
                              allowance         allowance       loans
                           ---------------  -----------------  --------
<S>                        <C>              <C>                <C>
Balance                    $         9,210              8,541    17,751

Related allowance                    3,580                  -     3,580
                           ---------------  -----------------  --------

Balance, net of allowance  $         5,630              8,541    14,171
                           ===============  =================  ========
</TABLE>
<PAGE>


<TABLE>

<CAPTION>
Below is a summary of interest income on impaired mortgage loans.

                                                                      1995
                                                                     -------
<S>                                                                  <C>
Average impaired mortgage loans                                      $19,671

Total interest income on impaired mortgage loans                       1,100

Interest income on impaired mortgage loans recorded on a cash basis    1,100
</TABLE>

<TABLE>

<CAPTION>
The  valuation allowances at December 31, 1995, 1994 and 1993 and the changes in the
allowance for the years then ended are summarized as follows:

                                                     Writedowns
                             Beginning   Charged to  Charged to                End
                              of year    Operations  Allowance   Recoveries  of year
                             ----------  ----------  ----------  ----------  -------
<S>                          <C>         <C>         <C>         <C>         <C>
December 31, 1995:
  Mortgage loans             $   11,552         914           0       1,979   10,487
  Investment in real estate       1,550           0           0       1,550        0
                             ----------  ----------  ----------  ----------  -------
 Total valuation allowance   $   13,102         914           0       3,529   10,487
                             ==========  ==========  ==========  ==========  =======

December 31, 1994:
  Mortgage loans             $   11,552       1,598           0       1,598   11,552
  Investment in real estate       1,550           0           0           0    1,550
                             ----------  ----------  ----------  ----------  -------
Total valuation allowance    $   13,102       1,598           0       1,598   13,102
                             ==========  ==========  ==========  ==========  =======

December 31, 1993:
  Mortgage loans             $   13,602           0           0       2,050   11,552
  Investment in real estate       1,854         973           0       1,277    1,550
                             ----------  ----------  ----------  ----------  -------
Total valuation allowance    $   15,456         973           0       3,327   13,102
                             ==========  ==========  ==========  ==========  =======
</TABLE>

<TABLE>

<CAPTION>
Major categories of net investment income for the respective years ended
December 31 are:

                                           1995     1994     1993
                                         --------  -------  -------
 <S>                                     <C>       <C>      <C>
Interest:
    Fixed maturities, at amortized cost  $  6,284    6,966  142,814
    Fixed maturities, at market           158,421  141,611        0
    Mortgage loans                         16,125   13,706   12,764
    Policy loans                            6,688    6,329    6,404
    Short-term investments                  7,182    3,012    4,159
<PAGE>

Dividends:
    Preferred stock                           581      495      231
    Common stock                            3,204    2,673    2,496
Rental income on real estate                2,781    3,135    2,540
Interest on assets held by reinsurers      10,445   10,470   10,074
Other                                         833      577    1,131
                                         --------  -------  -------
         Total investment income          212,544  188,974  182,613

Investment expenses                        11,386    7,683    7,782
                                         --------  -------  -------

         Net investment income           $201,158  181,291  174,831
                                         ========  =======  =======
</TABLE>


(4)  SUMMARY TABLE OF FAIR VALUE DISCLOSURES

<TABLE>

<CAPTION>

                                                1995        1995        1994        1994
                                             ----------  ----------  ----------  ----------
                                              Carrying      Fair      Carrying      Fair
                                               Amount      Value       Amount      Value
                                             ----------  ----------  ----------  ----------
<S>                                          <C>         <C>         <C>         <C>
Financial assets
- -------------------------------------------                                                
    Fixed maturities, at amortized cost:
        Corporate securities                 $        0  $        0  $   90,615  $   85,559
    Fixed maturities, at market:
        U.S. Government                         867,793     867,793     463,694     463,694
        States and political subdivisions           481         481         498         498
        Foreign governments                     265,797     265,797      43,494      43,494
        Public utilities                         36,728      36,728      80,002      80,002
        Corporate securities                    747,609     747,609   1,042,867   1,042,867
        Mortgage backed securities              548,182     548,182     221,079     221,079
        Collateralized mortgage obligations      83,008      83,008      54,574      54,574
    Equity securities                           254,458     254,458     131,712     131,712
    Mortgage loans                              203,128     212,766     163,099     162,903
    Short term investments                       31,501      31,501     155,307     155,307
    Policy loans                                104,184     104,184     101,899     101,899
    Other long term investments                     650         650       1,117       1,117
    Receivables                                 124,700     124,700     111,874     111,874
    Separate accounts assets                  8,402,003   8,402,003   6,965,755   6,965,755

Financial liabilities
- -------------------------------------------                                                
    Investment contracts                      3,063,100   2,542,260   2,753,304   2,319,872
    Separate account liabilities              8,402,003   8,181,725   6,965,755   6,715,730
</TABLE>

See Note 1 "Summary of Significant Accounting Policies" for description of the
methods and significant assumptions used to estimate fair values.


(5)  RECEIVABLES

<TABLE>

<CAPTION>
<PAGE>

Receivables at December 31 consist of the following:

                                     1995     1994
                                   --------  -------
 <S>                               <C>       <C>
Premiums due                       $ 83,695   76,840
Agents balances                       7,236    7,299
Related party receivables               922    1,042
Reinsurance commission receivable    16,693   13,723
Scholarship enrollment fees           6,822    6,753
Due from administrators               6,149    2,735
Other                                 3,183    3,008
                                   --------  -------

    Total receivables              $124,700  111,400
                                   ========  =======
</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,
thereby allowing more reliable re-evaluations of such reserves.  While
management believes that reserves as of December 31, 1995 are adequate,
uncertainties  in  the  reserving process could cause such reserves to develop
favorably  or  unfavorably  in  the near term 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.

<TABLE>

<CAPTION>
Activity  in  the  accident and health claims reserves, exclusive of long term
care,  hospital  indemnity and AIDS reserves of $18,858, $11,149 and $8,742 in
1995, 1994 and 1993, respectively, is summarized as follows:

                                                   1995       1994      1993
                                                 ---------  --------  --------
 <S>                                             <C>        <C>       <C>
Balance at January 1, net of reinsurance
   recoverables of $96,090, $86,551 and $91,303  $185,028   170,123   168,872 

Incurred related to:
   Current year                                   242,024   230,995   226,815 
   Prior years                                     (9,163)   (7,290)   (8,432)
                                                 ---------  --------  --------
Total incurred                                    232,861   223,705   218,383 
                                                 ---------  --------  --------

Paid related to:
   Current year                                   100,165    82,338    84,172 
   Prior years                                    125,920   126,462   132,960 
                                                 ---------  --------  --------
Total paid                                        226,085   208,800   217,132 
                                                 ---------  --------  --------

Balance at December 31, net of reinsurance
   recoverables of $99,292, $96,090 and $86,551  $191,804   185,028   170,123 
                                                 =========  ========  ========
</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, 1995 are $873,724, $67,819
and $148,319 recoverable from insurers who, as of December 31, 1995, were
rated  A+, A+ and B++, respectively 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.

<TABLE>

<CAPTION>
Life insurance, annuities and accident and health business assumed from and ceded to other
companies is as follows:

                                                                                  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, 1995:
Life insurance In force           $39,601,531  28,790,199  6,884,645  61,507,085        46.8%
                                  -----------  ----------  ---------  ----------  -----------
Premiums:
   Life insurance                     242,704     108,102     40,291     310,515        34.8%
   Annuities                          145,994       1,117     10,376     136,735         0.8%
   Accident and health insurance      361,290     165,769    172,559     354,500        46.8%
                                  -----------  ----------  ---------  ----------  -----------
     Total premiums                   749,988     274,988    223,226     801,750        34.3%
                                  ===========  ==========  =========  ==========  ===========
December 31, 1994:
Life insurance In force           $39,789,859  24,411,513  6,893,030  57,308,342        42.6%
                                  -----------  ----------  ---------  ----------  -----------
Premiums:
   Life insurance                     230,241      96,308     35,578     290,971        33.1%
   Annuities                          119,045       1,195      6,806     113,434         1.1%
   Accident and health insurance      388,759     158,749    201,824     345,684        45.9%
                                  -----------  ----------  ---------  ----------  -----------
     Total premiums                   738,045     256,252    244,208     750,089        34.2%
                                  ===========  ==========  =========  ==========  ===========
December 31, 1993:
Life insurance In force           $39,784,564  21,861,833  6,297,943  55,348,454        39.5%
                                  -----------  ----------  ---------  ----------  -----------
Premiums:
   Life insurance                     220,287      85,433     42,323     263,397        32.4%
   Annuities                           68,713         870      6,633      62,950         1.4%
   Accident and health insurance      365,894     142,891    153,948     354,837        40.3%
                                  -----------  ----------  ---------  ----------  -----------
     Total premiums                   654,894     229,194    202,904     681,184        33.6%
                                  ===========  ==========  =========  ==========  ===========
</TABLE>
<PAGE>


Of  the  amounts  ceded to others, the Company ceded life insurance inforce of
$182,638,  $86,055  and $30,841 in 1995, 1994 and 1993, respectively, and life
insurance premiums earned of $641, $203 and $98 in 1995, 1994 and 1993,
respectively,  to  its ultimate parent Allianz Aktiengesellshaft.  The Company
also ceded accident and health premiums earned to Allianz Aktiengesellshaft of
$(7,520), $12,256 and $8,966 in 1995, 1994 and 1993.

In addition to the above transactions, the Company ceded a portion of its
mortality risk associated with the variable annuity product to Allianz
Aktiengesellshaft.  The Company recorded a recoverable on future policy
benefit reserves of $930 as of December 31, 1995.


(8)  INCOME TAXES

INCOME TAX EXPENSE

<TABLE>

<CAPTION>
Total income tax expense (benefit) for the years ended December 31 are as follows:

                                                                  1995      1994      1993
                                                                --------  --------  --------
 <S>                                                            <C>       <C>       <C>
Income tax expense attributable to operations:
   Current tax expenses                                         $ 12,993    5,098    30,215 
                                                                --------  --------  --------

   Deferred tax (benefit) expense                                 25,772   16,053   (10,847)
   Benefit of operating loss carryforwards                             0        0     3,406 
   Adjustment of deferred tax assets and
      liabilities for enacted change in tax rates                      0        0       945 
                                                                --------  --------  --------

      Total deferred tax (benefit) expense                        25,772   16,053    (6,496)
                                                                --------  --------  --------

Total income tax expense attributable to operations               38,765   21,151    23,719 

Income tax effect on equity:
   Income tax allocated to cumulative effect of
      adoption of SFAS No. 106                                         0        0    (2,064)
   Income tax allocated to stockholder's equity:
      Adoption of SFAS No. 115                                         0   40,312         0 
      Attributable to unrealized gains and losses for the year   108,559  (79,201)       62 
                                                                --------  --------  --------

Total income tax effect on equity                               $147,324  (17,738)   21,717 
                                                                ========  ========  ========
</TABLE>

COMPONENTS OF INCOME TAX EXPENSE

<TABLE>

<CAPTION>
Income tax expense computed at the statutory rate of 35% in 1995, 1994 and 1993,
varies  from  tax  expense  reported in the Consolidated Statements of Income for the
respective years ended December 31 as follows:

<PAGE>

                                                             1995     1994     1993
                                                           --------  -------  -------
  <S>                                                      <C>       <C>      <C>
Income tax expense computed at the statutory rate          $44,087   26,819   28,125 
Dividends received deductions and tax-exempt interest       (5,430)  (3,967)  (2,189)
Foreign tax                                                   (464)     (79)  (1,324)
Interest on tax deficiency                                     408     (716)     528 
Impact of statutory rate change on deferred tax liability        0        0      945 
Utilization of net operating loss and alternative
     minimum tax credits                                         0        0   (2,549)
Other                                                          164     (906)     183 
                                                           --------  -------  -------

         Income tax expense as reported                    $38,765   21,151   23,719 
                                                           ========  =======  =======
</TABLE>

COMPONENTS OF DEFERRED TAX ASSETS AND LIABILITIES ON THE BALANCE SHEET

<TABLE>

<CAPTION>
Tax  effects  of  temporary differences giving rise to the significant components of the
net deferred tax liability at December 31 are as follows:

                                                                         1995     1994
                                                                       --------  -------
 <S>                                                                   <C>       <C>
Deferred tax assets:
    Provision for post retirement benefits                             $  1,936    1,885
    Allowance for uncollectible accounts                                  2,283    2,961
    Policy reserves                                                     175,963  188,602
    Unrealized losses on investments in available for sale securities         0   35,584
                                                                       --------  -------
        Total deferred tax assets                                       180,182  229,032
                                                                       --------  -------

Deferred tax liabilities:
    Deferred acquisition costs                                          234,393  229,577
    Net unrealized gain                                                  72,975        0
    Other                                                                12,988    5,262
                                                                       --------  -------
        Total deferred tax liabilities                                  320,356  234,839
                                                                       --------  -------

Net deferred tax liability                                             $140,174    5,807
                                                                       ========  =======
</TABLE>

Although  realization is not assured, the Company believes 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.   The amount of the deferred tax asset considered realizable, however,
could be reduced in the near term if estimates of future reversals of existing
taxable temporary differences and future taxable income are reduced.

As of December 31, 1995, 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
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
<PAGE>

post-1990  separate  return  taxable  income or tax.  Income taxes paid by the
Company were $14,865, $15,162 and $28,465 in 1995, 1994 and 1993,
respectively.  At December 31, 1995 and 1994 the Company has a tax recoverable
from  AZOA of $3,257 and $5,095 and a recoverable from Revenue Canada Taxation
of $690 and a payable to Revenue Canada Taxation of $1,301, respectively.


(9)  RELATED PARTY TRANSACTIONS

In  November  1995,  the Company purchased the 400 non-voting common shares in
its subsidiary, Canadian American Financial Corporation from AZOA for $7,903. 
The acquisition of the shares increased the Company's equity ownership in both
voting and non-voting common stock  to 100%.

As  of  December 31, 1995 and 1994, Allianz Real Estate (AzRE), a wholly owned
subsidiary of AZOA, owned 100% of the stock or was a limited partner of
certain  entities  whose  assets  include mortgage loans issued by the Company
amounting to $6,245 and $12,100, respectively.  Included in the mortgage loans
are properties originally foreclosed upon by the Company of which the balances
at December 31, 1995 and 1994 are $1,650 and $4,575, respectively.

Allianz Investment Corporation (AIC) manages the Company's investment
portfolio.    The Company paid AIC $1,024, $1,285 and $1,207 in 1995, 1994 and
1993,  respectively, for investment advisory fees.  The Company's liability to
AIC was $377 and $0 at December 31, 1995 and 1994, respectively.

The  Company  shares a data center with affiliated insurance companies.  Usage
charges  paid to the data center by the Company were $3,752, $4,228 and $4,715
in 1995, 1994 and 1993, respectively.  The Company's liability for data center
charges was $337 and $457 at December 31, 1995 and 1994, respectively.

The Company reimbursed AZOA $738, $817 and $339 in 1995, 1994 and 1993,
respectively,  for  certain  administrative services performed.  The Company's
liability to AZOA was $528 and $264 at December 31, 1995 and 1994,
respectively.

In  June  1994,  the  Company authorized 200 million shares of preferred stock
with  a par value of $1 per share.  This preferred stock is issuable 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.  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 1995,
the  Company redeemed and canceled the 15 million shares of Series B preferred
stock issued to AZOA.  There are currently 25 million shares of Series A
preferred stock issued and outstanding.

In  1995  and 1994, AZOA contributed additional capital to the Company of $594
and $5,190, 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 $860, $918 and $1,363 in
1995, 1994 and 1993, respectively.

<PAGE>

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.  The
total  Company  match for 1995, 1994 and 1993 Plan participants 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 $1,188, $1,266 and $1,270 in 1995, 1994 and 1993, respectively, toward
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. The Plan accepts
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. 
In 1995, the Company discontinued support of its individual agency field force
and  suspended  contributions  to the Plan as of January 1, 1996.  Also during
1995, participation in the Plan decreased significantly resulting in a partial
plan termination whereby participants as of January 1, 1995 became fully
vested  in the Plan.  The Company has no intention to fully terminate the Plan
in the near term.  Total Company contributions to the Plan were $118, $386 and
$319 in 1995, 1994 and 1993, 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
transition  obligation  associated with this adoption was $4,006, which is net
of  a $2,064 tax benefit.  The Company's current plan obligation is $5,532 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
calculated for statutory accounting do not include provisions for withdrawals.

<TABLE>

<CAPTION>
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 are as follows:

                                             Stockholder's   Stockholder's     Net        Net        Net
                                                equity           equity       Income    Income     Income
                                            ---------------  --------------  --------  ---------  ---------
                                                 1995             1994         1995      1994       1993
                                            ---------------  --------------  --------  ---------  ---------
<S>                                         <C>              <C>             <C>       <C>        <C>
Statutory basis                             $      299,186         294,334    11,565      6,895        657 
Adjustments:
  Change in reserve basis                         (211,678)       (339,283)  (43,642)  (109,473)  (138,864)
  Deferred acquisition costs                       826,994         798,442    28,552    132,090    253,240 
  Net deferred taxes                              (140,174)         (5,807)  (25,772)   (16,053)     6,496 
  Statutory asset valuation reserve                100,462          59,169         0          0          0 
  Statutory interest maintenance reserve            25,061          16,305     8,756     (4,768)    11,178 
  Modified coinsurance reinsurance                (119,178)        (51,947)  104,222     44,920    (75,611)
<PAGE>

  Unrealized gains (losses) on investments         163,237         (99,408)        0          0          0 
  Nonadmitted assets                                 1,471           2,302         0          0          0 
  Cumulative effect of accounting changes                0               0         0          0     26,875 
  Other                                              5,813           5,338     3,516      1,864       (461)
                                            ---------------  --------------  --------  ---------  ---------

   As reported in the accompanying
    consolidated financial statements       $      951,194         679,445    87,197     55,475     83,510 
                                            ===============  ==============  ========  =========  =========
</TABLE>

The Company is required to meet minimum statutory capital and surplus
requirements.  The  Company's statutory capital and surplus as of December 31,
1995  and  1994 was in compliance with these requirements.  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 are determined in accordance with the accounting
procedures and practices governing preparation of the statutory 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 1995 and 1994,
respectively,  the  Company paid dividends on preferred stock in the amount of
$2,651  and $413, respectively to AZOA.  Dividends of $23,433 could be paid in
1996 without prior approval of the Commissioner of Commerce.

REGULATORY RISK BASED CAPITAL

<TABLE>

<CAPTION>
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:

                           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>

The Company met the minimum risk-based capital requirements for the years
ended December 31, 1995 and 1994.

<PAGE>

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.    Currently, 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.  The NAIC currently has a
project underway to codify statutory accounting practices, the result of which
is expected to constitute the only source of "prescribed" statutory accounting
practices.    Accordingly,  that  project will likely change the definition of
what comprises prescribed versus permitted statutory accounting practices, and
may  result  in  changes to existing accounting policies insurance enterprises
use  to  prepare  their  statutory financial statements.  The Company does not
currently use permitted statutory accounting practices which have a
significant impact on its statutory financial statements.


(12)  COMMITMENTS AND CONTINGENCIES

The Company and its subsidiaries are involved in various pending or threatened
legal  proceedings arising from the conduct of their 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.


(13)  FOREIGN CURRENCY TRANSLATION

<TABLE>

<CAPTION>
The net assets of the Company's foreign operations are translated into U.S.
dollars  using exchange rates in effect at each year end.  Translation adjustments
arising  from  differences in exchange rates from period to period are included in
the  accumulated  foreign  currency  translation adjustment reported as a separate
component of stockholder's equity.  An analysis of this account for the respective
years ended December 31 follows:

                                                          1995     1994     1993
                                                        --------  -------  -------
  <S>                                                   <C>       <C>      <C>
Beginning amount of cumulative translation adjustments  $(3,787)  (2,708)  (1,835)
                                                        --------  -------  -------

Aggregate adjustment for the period resulting from
    translation adjustments                                 511   (1,659)  (1,746)
Amount of income tax benefit for period related to
    aggregate adjustment                                   (179)     580      873 
                                                        --------  -------  -------
    Net aggregate translation included in equity            332   (1,079)    (873)
                                                        --------  -------  -------

Ending amount of cumulative translation adjustments     $(3,455)  (3,787)  (2,708)
                                                        ========  =======  =======

Canadian foreign exchange rate at end of year            0.7329   0.7129   0.7554 
</TABLE>


<PAGE>

(14)  SUPPLEMENTARY INSURANCE INFORMATION

<TABLE>

<CAPTION>
The following table summarizes certain financial information by line of business for 1995, 1994 and 1993:

                As         of      December     31        For       the      year       ended    December      31
             ---------  ---------  --------  --------  ---------  -------  ---------  ---------  ---------  ---------
                                                                                      Amortiz-
                         Future                         Premium            Benefits,    ation
                         policy               Other     revenue             claims       of
             Deferred   benefits,             policy      and               losses,   deferred
              policy     losses,              claims     other      Net       and      policy
              acquis-    claims                and     contract   invest-   settle-    acquis-     Other    Premiums
               ition    and loss   Unearned  benefits  consider-   ment      ment       ition    operating   written
               costs     expense   premiums  payable    ations    income   expenses   costs (a)  expenses      (b)
             ---------  ---------  --------  --------  ---------  -------  ---------  ---------  ---------  ---------
<S>          <C>        <C>        <C>       <C>       <C>        <C>      <C>        <C>        <C>        <C>
1995:
Life         $ 179,915  1,088,964     5,493    62,660    310,514   83,741    239,287     8,475     124,415
Annuities      629,515  2,601,943         0       580    136,736   98,214     89,321   (34,235)    137,000
Accident
 and health     17,564          0    28,688   308,658    354,500   19,203    249,232    (2,792)    105,615
             ---------  ---------  --------  --------  ---------  -------  ---------  ---------  ---------           

             $ 826,994  3,690,907    34,181   371,898    801,750  201,158    577,840   (28,552)    367,030
             =========  =========  ========  ========  =========  =======  =========  =========  =========           

1994:
Life         $ 188,390  1,022,537     6,012    63,728    290,971   78,100    228,383     6,889     114,767
Annuities      595,280  2,304,560         0       360    113,434   86,168     88,100  (140,776)    210,933
Accident
 and health     14,772          0    34,364   291,323    345,684   17,023    236,614     1,797     121,645
             ---------  ---------  --------  --------  ---------  -------  ---------  ---------  ---------           

             $ 798,442  3,327,097    40,376   355,411    750,089  181,291    553,097  (132,090)    447,345
             =========  =========  ========  ========  =========  =======  =========  =========  =========           

1993:
Life         $ 195,279    989,309     7,389    57,763    263,397   80,422    206,157   (10,925)    186,457
Annuities      454,504  1,986,801         0       578     62,950   78,674     86,227  (243,113)    191,783
Accident
 and health     16,569          0    34,181   264,583    354,837   15,735    241,443       804     154,493
             ---------  ---------  --------  --------  ---------  -------  ---------  ---------  ---------           

             $ 666,352  2,976,110    41,570   322,924    681,184  174,831    533,827  (253,234)    532,733
             =========  =========  ========  ========  =========  =======  =========  =========  =========           
</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>

<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, 1995 and 1994.
          3.  Consolidated Statements of Income for the years ended December
              31, 1995, 1994 and 1993.
          4.  Consolidated Statements of Stockholder's Equity for the years
              ended December 31, 1995, 1994 and 1993.
          5.  Consolidated Statements of Cash Flows for the years ended
              December 31, 1995, 1994 and 1993.
          6.  Notes to Consolidated Financial Statements - December 31, 1995,
              1994 and 1993.
    
   
          The following financial statements of the Variable Account are
          included in Part B hereof.


          1.  Statements of Assets and Liabilities as of June 30, 1996
              (unaudited).
          2.  Statements of Operations for the period ended June 30, 1996
              (unaudited).
          3.  Statements of Changes in Net Assets for the period ended June 30,
              1996 (unaudited) and the year ended December 31, 1995.
          4.  Notes to Financial Statements - June 30, 1996 (unaudited).
          5.  Independent Auditors' Report.
          6.  Statements of Assets and Liabilities as of December 31, 1995.
          7.  Statements of Operations for the year ended December 31, 1995.
          8.  Statements of Changes in Net Assets for the years ended
              December 31, 1995 and 1994.
          9.  Notes to Financial Statements - December 31, 1995.
    


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 Variable Annuity Contract   ##    
          5.  Application for Individual Variable Annuity Contract   ##    
          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.
 ***Incorporated by reference to Post-Effective Amendment No. 10 to
    Registrant's Form N-4 filed on May 1, 1993.
   #Incorporated by reference to Post-Effective Amendment No. 2 to
    Registrant's Form N-4 electronically filed on October 24, 1995.
   
  ##Incorporated by reference to  Post-Effective  Amendment No.3 to Registrant's
    Form N-4 electronically filed on April 18, 1996
    
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
Novato, CA 94998          Novato, CA 94998

Michael P. Sullivan       Director
7505 Metro Boulevard
Minneapolis, MN 55439

Dr. Jerry E. Robertson    Director
220-13E-29/3M Center
St. Paul, MN 55144

Dr. Gerhard Rupprecht     Director
Reinsburgstrasse 19
D-70178
Stuttgart, Germany

Edward J. Bonach          Senior Vice President, Chief
1750 Hennepin Avenue      Financial Officer and Treasurer
Minneapolis, MN 55403

Alan A. Grove             Vice President-Law & Secretary
1750 Hennepin Avenue
Minneapolis, MN 55403

Robert S. James           President - Individual
1750 Hennepin Avenue      Division
Minneapolis, MN 55403

Ronald L. Wobbeking       President-Mass Marketing Division
1750 Hennepin Avenue
Minneapolis, MN 55403

Rev. Dennis J. Dease      Director
c/o Univer of St.Thomas
Box AQU100
2115 Summit Avenue
St. Paul, MN 55105-1096

James R. Campbell         Director
c/o Norwest Corp.
Norwest Center
Sixth + Marquette
Minneapolis, MN 55479-0116
</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. 10 (File No. 811-05618)

Item 27.    Number of Contract Owners
   
As of September 12, 1996, there were 14,891 qualified Contract Owners and 32,595
non-qualified Contract Owners with Contracts in the separate account
    

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>
James P. Kelso          Director
1750 Hennepin Avenue
Minneapolis, MN 55403

Alan A. Grove           Director
1750 Hennepin Avenue
Minneapolis, MN 55403

Thomas B. Clifford      President and Director
1750 Hennepin Avenue
Minneapolis, MN 55403

Michael T. Westermeyer  Secretary and Director
1750 Hennepin Avenue
Minneapolis, MN 55403

Michael J. Yates        Treasurer
1750 Hennepin Avenue
Minneapolis, MN 55403

Catherine L. Mielke     Compliance Officer
1750 Hennepin Avenue
Minneapolis, MN 55403

Edward J. Bonach        Director
1750 Hennepin Avenue
Minneapolis, MN 55403
</TABLE>

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 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.

     d.  Allianz Life Insurance Company of North America ("Company") hereby
represents that the fees and charges deducted under the Contract described in
the Prospectus, in the aggregate, are reasonable in relation to the services
rendered, the expenses to be incurred and the risks assumed by the Company.

                               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.

                                  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 5th day of November, 1996.


                                      ALLIANZ LIFE
                                      VARIABLE ACCOUNT B
                                      (Registrant)


                                      By:  ALLIANZ LIFE INSURANCE COMPANY
                                      OF NORTH AMERICA
                                      (Depositor)



                                      By:  /s/Alan A. Grove
                                           -----------------



                                      ALLIANZ LIFE INSURANCE COMPANY
                                      OF NORTH AMERICA
                                      (Depositor)



                                      By:  /s/Alan A. Grove
                                           -----------------



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
Lowell C. Anderson       and Chief Executive Officer 11-5-96 

Herbert F. Hansmeyer*    Director                    11-5-96
Herbert F. Hansmeyer

Michael P. Sullivan*     Director                    11-5-96
Michael P. Sullivan

Dr. Jerry E. Robertson*  Director                    11-5-96
Dr. Jerry E. Robertson

Dr. Gerhard Rupprecht*   Director                    11-5-96
Dr. Gerhard Rupprecht

Edward J. Bonach*        Chief Financial Officer     11-5-96
Edward J. Bonach

Rev. Dennis J. Dease*    Director                    11-5-96
Rev. Dennis J. Dease

James R. Campbell*       Director                    11-5-96
James R. Campbell
    
</TABLE>

                                         *By  Power of Attorney


                                           By:/s/Alan A. Grove
                                              -----------------

                                              Attorney-in-Fact








                                   EXHIBITS

                                      TO

                        POST-EFFECTIVE AMENDMENT    NO.4    

                                      TO

                                   FORM N-4

                       ALLIANZ LIFE VARIABLE ACCOUNT B






                              INDEX TO EXHIBITS



Exhibit                                                            Page

   


EX-99.B9    Opinion and Consent of Counsel

EX-99.B10   Independent Auditor's Consent

EX-99.B13   Calculation of Performance Information

EX-27       Financial Data Schedule
    

Blazzard, Grodd & Hasenauer, P.C.
943 Post Road East
Westport, CT 06880
(203) 226-7866

October 23, 1996

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.

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/ LYNN KORMAN STONE
- ----------------------------------
        Lynn Korman Stone

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



                        Independent Auditors' Consent

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


We consent to the use of our report,  dated  January 22, 1996,  on the financial
statements of Allianz Life Variable  Account B and our report dated  February 6,
1996, 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
November 4, 1996

<TABLE>
<CAPTION>
                                                          FRANKLIN VALUEMARK III
                                                    Allianz Life Variable Account B
                                        Cumulative and Average Annual Total Return Calculations

                                                 Original Purchase as of June 30, 1995
                                                  Valuation Date as of June 30, 1996


                                         Dollar                       Units This    Accum.      Accum.
   Date            Transaction           Amount        Unit Value       Trans.      Units        Value
   ----            -----------           ------        ----------       ------      -----        -----
<S>         <C>                          <C>             <C>              <C>        <C>         <C>

                                Growth and Income
6-30-95     Purchase                     $1,000.00       $15.11222373      66.172     66.172     $1,000.00
6-30-96     Contract Fee                    (1.00)        18.14157976     (0.055)     66.116      1,199.46
6-30-96     Value before Surr Chg                         18.14157976       0.000     66.116      1,199.46
6-30-96     Surrender Charge               (51.00)        18.14157976     (2.811)     63.305      1,148.46
Cumulative and Average Annual Total Returns
            without/with charges                               20.05% A                             14.85% B

                                   High Income
6-30-95     Purchase                     $1,000.00       $16.44426282      60.811     60.811     $1,000.00
6-30-96     Contract Fee                    (1.00)        17.77714583     (0.056)     60.755      1,080.05
6-30-96     Value before Surr Chg                         17.77714583       0.000     60.755      1,080.05
6-30-96     Surrender Charge               (51.00)        17.77714583     (2.869)     57.886      1,029.05
Cumulative and Average Annual Total Returns
            without/with charges                                8.11% A                              2.91% B

                                Income Securities
6-30-95     Purchase                     $1,000.00       $18.24244923      54.817     54.817     $1,000.00
6-30-96     Contract Fee                    (1.00)        20.44085417     (0.049)     54.768      1,119.51
6-30-96     Value before Surr Chg                         20.44085417       0.000     54.768      1,119.51
6-30-96     Surrender Charge               (51.00)        20.44085417     (2.495)     52.273      1,068.51
Cumulative and Average Annual Total Returns
            without/with charges                               12.05% A                              6.85% B

                                  Money Market
6-30-95     Purchase                     $1,000.00       $12.62219925      79.225     79.225     $1,000.00
6-30-96     Contract Fee                    (1.00)        13.11596925     (0.076)     79.149      1,038.12
6-30-96     Value before Surr Chg                         13.11596925       0.000     79.149      1,038.12
6-30-96     Surrender Charge               (51.00)        13.11596925     (3.888)     75.261        987.12
Cumulative and Average Annual Total Returns
            without/with charges                                3.91% A                             -1.29% B

                                 Precious Metals
6-30-95     Purchase                     $1,000.00       $14.01578927      71.348     71.348     $1,000.00
6-30-96     Contract Fee                    (1.00)        15.21339202     (0.066)     71.282      1,084.45
6-30-96     Value before Surr Chg                         15.21339202       0.000     71.282      1,084.45
6-30-96     Surrender Charge               (51.00)        15.21339202     (3.352)     67.930      1,033.45
Cumulative and Average Annual Total Returns
            without/with charges                                8.54% A                              3.34% B

                             Real Estate Securities
6-30-95     Purchase                     $1,000.00       $16.13892210      61.962     61.962     $1,000.00
6-30-96     Contract Fee                    (1.00)        19.23483158     (0.052)     61.910      1,190.83
6-30-96     Value before Surr Chg                         19.23483158       0.000     61.910      1,190.83
6-30-96     Surrender Charge               (51.00)        19.23483158     (2.651)     59.259      1,139.83
Cumulative and Average Annual Total Returns
            without/with charges                               19.18% A                             13.98% B

                                Rising Dividends
6-30-95     Purchase                     $1,000.00       $11.03504909      90.620     90.620     $1,000.00
6-30-96     Contract Fee                    (1.00)        13.31084899     (0.075)     90.545      1,205.23
6-30-96     Value before Surr Chg                         13.31084899       0.000     90.545      1,205.23
6-30-96     Surrender Charge               (51.00)        13.31084899     (3.831)     86.714      1,154.23
Cumulative and Average Annual Total Returns
            without/with charges                               20.62% A                             15.42% B

                       Templeton Developing Markets Equity
6-30-95     Purchase                     $1,000.00        $9.67842440     103.323    103.323     $1,000.00
6-30-96     Contract Fee                    (1.00)        11.03044915     (0.091)    103.232      1,138.69
6-30-96     Value before Surr Chg                         11.03044915       0.000    103.232      1,138.69
6-30-96     Surrender Charge               (51.00)        11.03044915     (4.624)     98.608      1,087.69
Cumulative and Average Annual Total Returns
            without/with charges                               13.97% A                              8.77% B

                        Templeton Global Asset Allocation
6-30-95     Purchase                     $1,000.00       $10.09661646      99.043     99.043     $1,000.00
6-30-96     Contract Fee                    (1.00)        11.38243612     (0.088)     98.955      1,126.35
6-30-96     Value before Surr Chg                         11.38243612       0.000     98.955      1,126.35
6-30-96     Surrender Charge               (51.00)        11.38243612     (4.481)     94.475      1,075.35
Cumulative and Average Annual Total Returns
            without/with charges                               12.74% A                              7.54% B

                             Templeton Global Growth
6-30-95     Purchase                     $1,000.00       $10.85475264      92.126     92.126     $1,000.00
6-30-96     Contract Fee                    (1.00)        12.47898971     (0.080)     92.045      1,148.63
6-30-96     Value before Surr Chg                         12.47898971       0.000     92.045      1,148.63
6-30-96     Surrender Charge               (51.00)        12.47898971     (4.087)     87.959      1,097.63
Cumulative and Average Annual Total Returns
            without/with charges                               14.96% A                              9.76% B

                       Templeton Global Income Securities
6-30-95     Purchase                     $1,000.00       $14.72539209      67.910     67.910     $1,000.00
6-30-96     Contract Fee                    (1.00)        15.61016701     (0.064)     67.846      1,059.08
6-30-96     Value before Surr Chg                         15.61016701       0.000     67.846      1,059.08
6-30-96     Surrender Charge               (51.00)        15.61016701     (3.267)     64.579      1,008.08
Cumulative and Average Annual Total Returns
            without/with charges                                6.01% A                              0.81% B

                         Templeton International Equity
6-30-95     Purchase                     $1,000.00       $13.00465580      76.896     76.896     $1,000.00
6-30-96     Contract Fee                    (1.00)        14.79181647     (0.068)     76.828      1,136.42
6-30-96     Value before Surr Chg                         14.79181647       0.000     76.828      1,136.42
6-30-96     Surrender Charge               (51.00)        14.79181647     (3.448)     73.380      1,085.42
Cumulative and Average Annual Total Returns
            without/with charges                               13.74% A                              8.54% B

                            Templeton Pacific Growth
6-30-95     Purchase                     $1,000.00       $13.01539431      76.832     76.832     $1,000.00
6-30-96     Contract Fee                    (1.00)        15.18114534     (0.066)     76.766      1,165.40
6-30-96     Value before Surr Chg                         15.18114534       0.000     76.766      1,165.40
6-30-96     Surrender Charge               (51.00)        15.18114534     (3.359)     73.407      1,114.40
Cumulative and Average Annual Total Returns
            without/with charges                               16.64% A                             11.44% B

                           U.S. Government Securities
6-30-95     Purchase                     $1,000.00       $15.45060725      64.722     64.722     $1,000.00
6-30-96     Contract Fee                    (1.00)        15.94773587     (0.063)     64.660      1,031.18
6-30-96     Value before Surr Chg                         15.94773587       0.000     64.660      1,031.18
6-30-96     Surrender Charge               (51.00)        15.94773587     (3.198)     61.462        980.18
Cumulative and Average Annual Total Returns
            without/with charges                                3.22% A                             -1.98% B

                                 Utility Equity
6-30-95     Purchase                     $1,000.00       $16.90593418      59.151     59.151     $1,000.00
6-30-96     Contract Fee                    (1.00)        20.28737569     (0.049)     59.102      1,199.02
6-30-96     Value before Surr Chg                         20.28737569       0.000     59.102      1,199.02
6-30-96     Surrender Charge               (51.00)        20.28737569     (2.514)     56.588      1,148.02
Cumulative and Average Annual Total Returns
            without/with charges                               20.00% A                             14.80% B

                               Zero Coupon - 2000
6-30-95     Purchase                     $1,000.00       $17.36776508      57.578     57.578     $1,000.00
6-30-96     Contract Fee                    (1.00)        17.78631427     (0.056)     57.522      1,023.10
6-30-96     Value before Surr Chg                         17.78631427       0.000     57.522      1,023.10
6-30-96     Surrender Charge               (51.00)        17.78631427     (2.867)     54.654        972.10
Cumulative and Average Annual Total Returns
            without/with charges                                2.41% A                             -2.79% B

                               Zero Coupon - 2005
6-30-95     Purchase                     $1,000.00       $19.06076227      52.464     52.464     $1,000.00
6-30-96     Contract Fee                    (1.00)        19.38709243     (0.052)     52.412      1,016.12
6-30-96     Value before Surr Chg                         19.38709243       0.000     52.412      1,016.12
6-30-96     Surrender Charge               (51.00)        19.38709243     (2.631)     49.782        965.12
Cumulative and Average Annual Total Returns
            without/with charges                                1.71% A                             -3.49% B

                               Zero Coupon - 2010
6-30-95     Purchase                     $1,000.00       $19.59589189      51.031     51.031     $1,000.00
6-30-96     Contract Fee                    (1.00)        19.90678287     (0.050)     50.981      1,014.87
6-30-96     Value before Surr Chg                         19.90678287       0.000     50.981      1,014.87
6-30-96     Surrender Charge               (51.00)        19.90678287     (2.562)     48.419        963.87
Cumulative and Average Annual Total Returns
            without/with  charges                               1.59% A                             -3.61%  B
<FN>
A = (Unit  Value as of June 30, 1996 - Unit Value at Purchase)/Unit  Value at Purchase
B = (Accumulated Value as of June 30, 1996 - Accum. Value at Purch.)/Accum. Value at Purch.
</FN>
</TABLE>
<TABLE>
<CAPTION>
                                                 Original Purchase as of June 30, 1993
                                                  Valuation Date as of June 30, 1996


                                         Dollar                        Units This    Accum.      Accum.
   Date           Transaction            Amount        Unit Value        Trans.      Units       Value
   ----           -----------            ------        ----------        ------      -----       -----
<S>        <C>                            <C>            <C>               <C>         <C>       <C>
                                Growth and Income
6-30-93    Purchase                       $1,000.00      $12.87788053       77.653     77.653    $1,000.00
6-30-94    Contract Fee                      (1.00)       13.00069386      (0.077)     77.576     1,008.54
6-30-95    Contract Fee                      (1.00)       15.11222373      (0.066)     77.509     1,171.34
6-30-96    Contract Fee                      (1.00)       18.14157976      (0.055)     77.454     1,405.14
6-30-96    Value before Surr Chg                          18.14157976        0.000     77.454     1,405.14
6-30-96    Surrender Charge                 (22.00)       18.14157976      (1.213)     76.242     1,383.14
Cumulative Total Returns without/with chrgs.                   40.87% A                             38.31% C
Avg. Annual Total Returns without/with chrgs.                  12.10% B                             11.42% D

                                   High Income
6-30-93    Purchase                       $1,000.00      $14.33253103       69.771     69.771    $1,000.00
6-30-94    Contract Fee                      (1.00)       14.49362689      (0.069)     69.702     1,010.24
6-30-95    Contract Fee                      (1.00)       16.44426282      (0.061)     69.642     1,145.20
6-30-96    Contract Fee                      (1.00)       17.77714583      (0.056)     69.585     1,237.03
6-30-96    Value before Surr Chg                          17.77714583        0.000     69.585     1,237.03
6-30-96    Surrender Charge                 (22.00)       17.77714583      (1.238)     68.348     1,215.03
Cumulative Total Returns without/with chrgs.                   24.03% A                             21.50% C
Avg. Annual Total Returns without/with chrgs.                   7.44% B                              6.71% D

                                Income Securities
6-30-93    Purchase                       $1,000.00      $16.65047647       60.058     60.058    $1,000.00
6-30-94    Contract Fee                      (1.00)       16.57666096      (0.060)     59.998       994.57
6-30-95    Contract Fee                      (1.00)       18.24244923      (0.055)     59.943     1,093.51
6-30-96    Contract Fee                      (1.00)       20.44085417      (0.049)     59.894     1,224.29
6-30-96    Value before Surr Chg                          20.44085417        0.000     59.894     1,224.29
6-30-96    Surrender Charge                 (22.00)       20.44085417      (1.076)     58.818     1,202.29
Cumulative Total Returns without/with chrgs.                   22.76% A                             20.23% C
Avg. Annual Total Returns without/with chrgs.                   7.08% B                              6.33% D

                                  Money Market
6-30-93    Purchase                       $1,000.00      $11.99714210       83.353     83.353    $1,000.00
6-30-94    Contract Fee                      (1.00)       12.16194540      (0.082)     83.271     1,012.74
6-30-95    Contract Fee                      (1.00)       12.62219925      (0.079)     83.192     1,050.06
6-30-96    Contract Fee                      (1.00)       13.11596925      (0.076)     83.115     1,090.14
6-30-96    Value before Surr Chg                          13.11596925        0.000     83.115     1,090.14
6-30-96    Surrender Charge                 (22.00)       13.11596925      (1.677)     81.438     1,068.14
Cumulative Total Returns without/with chrgs.                    9.33% A                              6.81% C
Avg. Annual Total Returns without/with chrgs.                   3.02% B                              2.22% D

                                 Precious Metals
6-30-93    Purchase                       $1,000.00      $12.93411643       77.315     77.315    $1,000.00
6-30-94    Contract Fee                      (1.00)       13.50777802      (0.074)     77.241     1,043.35
6-30-95    Contract Fee                      (1.00)       14.01578927      (0.071)     77.170     1,081.59
6-30-96    Contract Fee                      (1.00)       15.21339202      (0.066)     77.104     1,173.01
6-30-96    Value before Surr Chg                          15.21339202        0.000     77.104     1,173.01
6-30-96    Surrender Charge                 (22.00)       15.21339202      (1.446)     75.658     1,151.01
Cumulative Total Returns without/with chrgs.                   17.62% A                             15.10% C
Avg. Annual Total Returns without/with chrgs.                   5.56% B                              4.80% D

                             Real Estate Securities
6-30-93    Purchase                       $1,000.00      $14.71629470       67.952     67.952    $1,000.00
6-30-94    Contract Fee                      (1.00)       15.76546234      (0.063)     67.888     1,070.29
6-30-95    Contract Fee                      (1.00)       16.13892210      (0.062)     67.826     1,094.65
6-30-96    Contract Fee                      (1.00)       19.23483158      (0.052)     67.775     1,303.63
6-30-96    Value before Surr Chg                          19.23483158        0.000     67.775     1,303.63
6-30-96    Surrender Charge                 (22.00)       19.23483158      (1.144)     66.631     1,281.63
Cumulative Total Returns without/with chrgs.                   30.70% A                             28.16% C
Avg. Annual Total Returns without/with chrgs.                   9.34% B                              8.62% D

                                Rising Dividends
6-30-93    Purchase                       $1,000.00      $10.22323737       97.816     97.816    $1,000.00
6-30-94    Contract Fee                      (1.00)        9.72901110      (0.103)     97.714       950.66
6-30-95    Contract Fee                      (1.00)       11.03504909      (0.091)     97.623     1,077.27
6-30-96    Contract Fee                      (1.00)       13.31084899      (0.075)     97.548     1,298.44
6-30-96    Value before Surr Chg                          13.31084899        0.000     97.548     1,298.44
6-30-96    Surrender Charge                 (22.00)       13.31084899      (1.653)     95.895     1,276.44
Cumulative Total Returns without/with chrgs.                   30.20% A                             27.64% C
Avg. Annual Total Returns without/with chrgs.                   9.20% B                              8.48% D

                       Templeton Global Income Securities
6-30-93    Purchase                       $1,000.00      $13.91118009       71.885     71.885    $1,000.00
6-30-94    Contract Fee                      (1.00)       13.52815719      (0.074)     71.811       971.47
6-30-95    Contract Fee                      (1.00)       14.72539209      (0.068)     71.743     1,056.44
6-30-96    Contract Fee                      (1.00)       15.61016701      (0.064)     71.679     1,118.92
6-30-96    Value before Surr Chg                          15.61016701        0.000     71.679     1,118.92
6-30-96    Surrender Charge                 (22.00)       15.61016701      (1.409)     70.269     1,096.92
Cumulative Total Returns without/with chrgs.                   12.21% A                              9.69% C
Avg. Annual Total Returns without/with chrgs.                   3.92% B                              3.13% D

                         Templeton International Equity
6-30-93    Purchase                       $1,000.00      $10.02709125       99.730     99.730    $1,000.00
6-30-94    Contract Fee                      (1.00)       12.19803663      (0.082)     99.648     1,215.51
6-30-95    Contract Fee                      (1.00)       13.00465580      (0.077)     99.571     1,294.89
6-30-96    Contract Fee                      (1.00)       14.79181647      (0.068)     99.503     1,471.84
6-30-96    Value before Surr Chg                          14.79181647        0.000     99.503     1,471.84
6-30-96    Surrender Charge                 (22.00)       14.79181647      (1.487)     98.016     1,449.84
Cumulative Total Returns without/with chrgs.                   47.52% A                             44.98% C
Avg. Annual Total Returns without/with chrgs.                  13.84% B                             13.18% D

                            Templeton Pacific Growth
6-30-93    Purchase                       $1,000.00      $10.89039681       91.824     91.824    $1,000.00
6-30-94    Contract Fee                      (1.00)       13.26191976      (0.075)     91.749     1,216.76
6-30-95    Contract Fee                      (1.00)       13.01539431      (0.077)     91.672     1,193.14
6-30-96    Contract Fee                      (1.00)       15.18114534      (0.066)     91.606     1,390.68
6-30-96    Value before Surr Chg                          15.18114534        0.000     91.606     1,390.68
6-30-96    Surrender Charge                 (22.00)       15.18114534      (1.449)     90.157     1,368.68
Cumulative Total Returns without/with chrgs.                   39.40% A                             36.87% C
Avg. Annual Total Returns without/with chrgs.                  11.71% B                             11.03% D

                           U.S. Government Securities
6-30-93    Purchase                       $1,000.00      $14.47271709       69.096     69.096    $1,000.00
6-30-94    Contract Fee                      (1.00)       13.77718973      (0.073)     69.023       950.94
6-30-95    Contract Fee                      (1.00)       15.45060725      (0.065)     68.958     1,065.45
6-30-96    Contract Fee                      (1.00)       15.94773587      (0.063)     68.896     1,098.73
6-30-96    Value before Surr Chg                          15.94773587        0.000     68.896     1,098.73
6-30-96    Surrender Charge                 (22.00)       15.94773587      (1.380)     67.516     1,076.73
Cumulative Total Returns without/with chrgs.                   10.19% A                              7.67% C
Avg. Annual Total Returns without/with chrgs.                   3.29% B                              2.49% D

                                 Utility Equity
6-30-93    Purchase                       $1,000.00      $17.40075723       57.469     57.469    $1,000.00
6-30-94    Contract Fee                      (1.00)       14.39814174      (0.069)     57.399       826.44
6-30-95    Contract Fee                      (1.00)       16.90593418      (0.059)     57.340       969.39
6-30-96    Contract Fee                      (1.00)       20.28737569      (0.049)     57.291     1,162.28
6-30-96    Value before Surr Chg                          20.28737569        0.000     57.291     1,162.28
6-30-96    Surrender Charge                 (22.00)       20.28737569      (1.084)     56.206     1,140.28
Cumulative Total Returns without/with chrgs.                   16.59% A                             14.03% C
Avg. Annual Total Returns without/with chrgs.                   5.25% B                              4.47% D

                               Zero Coupon - 2000
6-30-93    Purchase                       $1,000.00      $16.31243966       61.303     61.303    $1,000.00
6-30-94    Contract Fee                      (1.00)       15.53833043      (0.064)     61.239       951.54
6-30-95    Contract Fee                      (1.00)       17.36776508      (0.058)     61.181     1,062.58
6-30-96    Contract Fee                      (1.00)       17.78631427      (0.056)     61.125     1,087.18
6-30-96    Value before Surr Chg                          17.78631427        0.000     61.125     1,087.18
6-30-96    Surrender Charge                 (22.00)       17.78631427      (1.237)     59.888     1,065.18
Cumulative Total Returns without/with chrgs.                    9.04% A                              6.52% C
Avg. Annual Total Returns without/with chrgs.                   2.93% B                              2.13% D

                               Zero Coupon - 2005
6-30-93    Purchase                       $1,000.00      $17.44299964       57.330     57.330    $1,000.00
6-30-94    Contract Fee                      (1.00)       16.06803251      (0.062)     57.267       920.17
6-30-95    Contract Fee                      (1.00)       19.06076227      (0.052)     57.215     1,090.56
6-30-96    Contract Fee                      (1.00)       19.38709243      (0.052)     57.163     1,108.23
6-30-96    Value before Surr Chg                          19.38709243        0.000     57.163     1,108.23
6-30-96    Surrender Charge                 (22.00)       19.38709243      (1.135)     56.029     1,086.23
Cumulative Total Returns without/with chrgs.                   11.15% A                              8.62% C
Avg. Annual Total Returns without/with chrgs.                   3.59% B                              2.80% D

                               Zero Coupon - 2010
6-30-93    Purchase                       $1,000.00      $17.00274895       58.814     58.814    $1,000.00
6-30-94    Contract Fee                      (1.00)       15.65991587      (0.064)     58.750       920.02
6-30-95    Contract Fee                      (1.00)       19.59589189      (0.051)     58.699     1,150.26
6-30-96    Contract Fee                      (1.00)       19.90678287      (0.050)     58.649     1,167.51
6-30-96    Value before Surr Chg                          19.90678287        0.000     58.649     1,167.51
6-30-96    Surrender Charge                 (22.00)       19.90678287      (1.105)     57.544     1,145.51
Cumulative Total Returns without/with chrgs.                   17.08% A                             14.55% C
Avg. Annual Total Returns without/with chrgs.                   5.40% B                              4.63% D
<FN>
A = (Unit  Value as of June 30,  1996 - Unit  Value at  Purchase)/Unit  Value at Purchase
B = [(A+1)^(1/3 Years)]-1
C = (Accumulated Value as of June 30, 1996 - Accum. Value at Purch.)/Accum. Value at Purch.
D = [(C+1)^(1/3 Years)]-1
</FN>
</TABLE>
<TABLE>
<CAPTION>
                                                 Original Purchase as of June 30, 1991
                                                  Valuation Date as of June 30, 1996

                                         Dollar                       Units This    Accum.      Accum.
   Date           Transaction            Amount        Unit Value       Trans.      Units       Value
   ----           -----------            ------        ----------       ------      -----       -----
<S>        <C>                           <C>           <C>            <C>           <C>         <C>

                                Growth and Income
6-30-91    Purchase                       $1,000.00      $10.51433906      95.108     95.108    $1,000.00
6-30-92    Contract Fee                      (1.00)       11.40531634     (0.088)     95.021     1,083.74
6-30-93    Contract Fee                      (1.00)       12.87788053     (0.078)     94.943     1,222.66
6-30-94    Contract Fee                      (1.00)       13.00069386     (0.077)     94.866     1,233.32
6-30-95    Contract Fee                      (1.00)       15.11222373     (0.066)     94.800     1,432.64
6-30-96    Contract Fee                      (1.00)       18.14157976     (0.055)     94.745     1,718.82
6-30-96    Value before Surr Chg                          18.14157976       0.000     94.745     1,718.82
6-30-96    Surrender Charge                  (3.75)       18.14157976     (0.207)     94.538     1,715.07
Cumulative Total Returns without/with chrgs.                   72.54% A                            71.51% C
Avg. Annual Total Returns without/with chrgs.                  11.53% B                            11.39% D

                                   High Income
6-30-91    Purchase                       $1,000.00      $10.56733354      94.631     94.631    $1,000.00
6-30-92    Contract Fee                      (1.00)       12.57666477     (0.080)     94.552     1,189.15
6-30-93    Contract Fee                      (1.00)       14.33253103     (0.070)     94.482     1,354.17
6-30-94    Contract Fee                      (1.00)       14.49362689     (0.069)     94.413     1,368.39
6-30-95    Contract Fee                      (1.00)       16.44426282     (0.061)     94.352     1,551.55
6-30-96    Contract Fee                      (1.00)       17.77714583     (0.056)     94.296     1,676.31
6-30-96    Value before Surr Chg                          17.77714583       0.000     94.296     1,676.31
6-30-96    Surrender Charge                  (3.75)       17.77714583     (0.211)     94.085     1,672.56
Cumulative Total Returns without/with chrgs.                   68.23% A                            67.26% C
Avg. Annual Total Returns without/with chrgs.                  10.96% B                            10.83% D

                                Income Securities
6-30-91    Purchase                       $1,000.00      $12.05870281      82.928     82.928    $1,000.00
6-30-92    Contract Fee                      (1.00)       14.82244660     (0.067)     82.860     1,228.19
6-30-93    Contract Fee                      (1.00)       16.65047647     (0.060)     82.800     1,378.66
6-30-94    Contract Fee                      (1.00)       16.57666096     (0.060)     82.740     1,371.55
6-30-95    Contract Fee                      (1.00)       18.24244923     (0.055)     82.685     1,508.38
6-30-96    Contract Fee                      (1.00)       20.44085417     (0.049)     82.636     1,689.15
6-30-96    Value before Surr Chg                          20.44085417       0.000     82.636     1,689.15
6-30-96    Surrender Charge                  (3.75)       20.44085417     (0.183)     82.453     1,685.40
Cumulative Total Returns without/with chrgs.                   69.51% A                            68.54% C
Avg. Annual Total Returns without/with chrgs.                  11.13% B                            11.00% D

                                  Money Market
6-30-91    Purchase                       $1,000.00      $11.53755190      86.673     86.673    $1,000.00
6-30-92    Contract Fee                      (1.00)       11.85545160     (0.084)     86.589     1,026.55
6-30-93    Contract Fee                      (1.00)       11.99714210     (0.083)     86.506     1,037.82
6-30-94    Contract Fee                      (1.00)       12.16194540     (0.082)     86.424     1,051.08
6-30-95    Contract Fee                      (1.00)       12.62219925     (0.079)     86.344     1,089.86
6-30-96    Contract Fee                      (1.00)       13.11596925     (0.076)     86.268     1,131.49
6-30-96    Value before Surr Chg                          13.11596925       0.000     86.268     1,131.49
6-30-96    Surrender Charge                  (3.75)       13.11596925     (0.286)     85.982     1,127.74
Cumulative Total Returns without/with chrgs.                   13.68% A                            12.77% C
Avg. Annual Total Returns without/with chrgs.                   2.60% B                             2.43% D

                                 Precious Metals
6-30-91    Purchase                       $1,000.00      $10.90092404      91.735     91.735    $1,000.00
6-30-92    Contract Fee                      (1.00)       10.89045367     (0.092)     91.644       998.04
6-30-93    Contract Fee                      (1.00)       12.93411643     (0.077)     91.566     1,184.33
6-30-94    Contract Fee                      (1.00)       13.50777802     (0.074)     91.492     1,235.86
6-30-95    Contract Fee                      (1.00)       14.01578927     (0.071)     91.421     1,281.34
6-30-96    Contract Fee                      (1.00)       15.21339202     (0.066)     91.355     1,389.82
6-30-96    Value before Surr Chg                          15.21339202       0.000     91.355     1,389.82
6-30-96    Surrender Charge                  (3.75)       15.21339202     (0.246)     91.109     1,386.07
Cumulative Total Returns without/with chrgs.                   39.56% A                            38.61% C
Avg. Annual Total Returns without/with chrgs.                   6.89% B                             6.75% D

                             Real Estate Securities
 6-30-91   Purchase                       $1,000.00      $10.75501006      92.980     92.980    $1,000.00
6-30-92    Contract Fee                      (1.00)       11.83743779     (0.084)     92.895     1,099.64
6-30-93    Contract Fee                      (1.00)       14.71629470     (0.068)     92.827     1,366.08
6-30-94    Contract Fee                      (1.00)       15.76546234     (0.063)     92.764     1,462.47
6-30-95    Contract Fee                      (1.00)       16.13892210     (0.062)     92.702     1,496.11
6-30-96    Contract Fee                      (1.00)       19.23483158     (0.052)     92.650     1,782.11
6-30-96    Value before Surr Chg                          19.23483158       0.000     92.650     1,782.11
6-30-96    Surrender Charge                  (3.75)       19.23483158     (0.195)     92.455     1,778.36
Cumulative Total Returns without/with chrgs.                   78.85% A                            77.84% C
Avg. Annual Total Returns without/with chrgs.                  12.33% B                            12.20% D

                       Templeton Global Income Securities
6-30-91    Purchase                       $1,000.00      $11.96640183      83.567     83.567    $1,000.00
6-30-92    Contract Fee                      (1.00)       13.23942640     (0.076)     83.492     1,105.38
6-30-93    Contract Fee                      (1.00)       13.91118009     (0.072)     83.420     1,160.47
6-30-94    Contract Fee                      (1.00)       13.52815719     (0.074)     83.346     1,127.52
6-30-95    Contract Fee                      (1.00)       14.72539209     (0.068)     83.278     1,226.30
6-30-96    Contract Fee                      (1.00)       15.61016701     (0.064)     83.214     1,298.98
6-30-96    Value before Surr Chg                          15.61016701       0.000     83.214     1,298.98
6-30-96    Surrender Charge                  (3.75)       15.61016701     (0.240)     82.974     1,295.23
Cumulative Total Returns without/with chrgs.                   30.45% A                            29.52% C
Avg. Annual Total Returns without/with chrgs.                   5.46% B                             5.31% D

                           U.S. Government Securities
6-30-91    Purchase                       $1,000.00      $11.63274812      85.964     85.964    $1,000.00
6-30-92    Contract Fee                      (1.00)       13.05205517     (0.077)     85.888     1,121.01
6-30-93    Contract Fee                      (1.00)       14.47271709     (0.069)     85.818     1,242.03
6-30-94    Contract Fee                      (1.00)       13.77718973     (0.073)     85.746     1,181.34
6-30-95    Contract Fee                      (1.00)       15.45060725     (0.065)     85.681     1,323.83
6-30-96    Contract Fee                      (1.00)       15.94773587     (0.063)     85.618     1,365.42
6-30-96    Value before Surr Chg                          15.94773587       0.000     85.618     1,365.42
6-30-96    Surrender Charge                  (3.75)       15.94773587     (0.235)     85.383     1,361.67
Cumulative Total Returns without/with chrgs.                   37.09% A                            36.17% C
Avg. Annual Total Returns without/with chrgs.                   6.51% B                             6.37% D

                                 Utility Equity
6-30-91    Purchase                       $1,000.00      $12.47645987      80.151     80.151    $1,000.00
6-30-92    Contract Fee                      (1.00)       14.85824515     (0.067)     80.084     1,189.90
6-30-93    Contract Fee                      (1.00)       17.40075723     (0.057)     80.026     1,392.52
6-30-94    Contract Fee                      (1.00)       14.39814174     (0.069)     79.957     1,151.23
6-30-95    Contract Fee                      (1.00)       16.90593418     (0.059)     79.898     1,350.74
6-30-96    Contract Fee                      (1.00)       20.28737569     (0.049)     79.848     1,619.91
6-30-96    Value before Surr Chg                          20.28737569       0.000     79.848     1,619.91
6-30-96    Surrender Charge                  (3.75)       20.28737569     (0.185)     79.663     1,616.16
Cumulative Total Returns without/with chrgs.                   62.61% A                            61.62% C
Avg. Annual Total Returns without/with chrgs.                  10.21% B                            10.08% D

                               Zero Coupon - 2000
6-30-91    Purchase                       $1,000.00      $11.61621059      86.087     86.087    $1,000.00
6-30-92    Contract Fee                      (1.00)       13.61813394     (0.073)     86.013     1,171.34
6-30-93    Contract Fee                      (1.00)       16.31243966     (0.061)     85.952     1,402.08
6-30-94    Contract Fee                      (1.00)       15.53833043     (0.064)     85.888     1,334.55
6-30-95    Contract Fee                      (1.00)       17.36776508     (0.058)     85.830     1,490.67
6-30-96    Contract Fee                      (1.00)       17.78631427     (0.056)     85.774     1,525.60
6-30-96    Value before Surr Chg                          17.78631427       0.000     85.774     1,525.60
6-30-96    Surrender Charge                  (3.75)       17.78631427     (0.211)     85.563     1,521.85
Cumulative Total Returns without/with chrgs.                   53.12% A                            52.18% C
Avg. Annual Total Returns without/with chrgs.                   8.89% B                             8.76% D

                               Zero Coupon - 2005
6-30-91    Purchase                       $1,000.00      $11.48297285      87.085     87.085    $1,000.00
6-30-92    Contract Fee                      (1.00)       13.57487956     (0.074)     87.012     1,181.17
6-30-93    Contract Fee                      (1.00)       17.44299964     (0.057)     86.954     1,516.75
6-30-94    Contract Fee                      (1.00)       16.06803251     (0.062)     86.892     1,396.19
6-30-95    Contract Fee                      (1.00)       19.06076227     (0.052)     86.840     1,655.23
6-30-96    Contract Fee                      (1.00)       19.38709243     (0.052)     86.788     1,682.57
6-30-96    Value before Surr Chg                          19.38709243       0.000     86.788     1,682.57
6-30-96    Surrender Charge                  (3.75)       19.38709243     (0.193)     86.595     1,678.82
Cumulative Total Returns without/with chrgs.                   68.83% A                            67.88% C
Avg. Annual Total Returns without/with chrgs.                  11.04% B                            10.92% D

                               Zero Coupon - 2010
6-30-91    Purchase                       $1,000.00      $11.05131279      90.487     90.487    $1,000.00
6-30-92    Contract Fee                      (1.00)       13.15783457     (0.076)     90.411     1,189.61
6-30-93    Contract Fee                      (1.00)       17.00274895     (0.059)     90.352     1,536.24
6-30-94    Contract Fee                      (1.00)       15.65991587     (0.064)     90.288     1,413.91
6-30-95    Contract Fee                      (1.00)       19.59589189     (0.051)     90.237     1,768.28
6-30-96    Contract Fee                      (1.00)       19.90678287     (0.050)     90.187     1,795.33
6-30-96    Value before Surr Chg                          19.90678287       0.000     90.187     1,795.33
6-30-96    Surrender Charge                  (3.75)       19.90678287     (0.188)     89.999     1,791.58
Cumulative Total Returns without/with chrgs.                   80.13% A                            79.16% C
Avg. Annual Total Returns without/with chrgs.                  12.49% B                            12.37% D

<FN>
A = (Unit  Value as of June 30,  1996 - Unit  Value at  Purchase)/Unit  Value at Purchase
B = [(A+1)^(1/5 Years)]-1
C = (Accumulated Value as of June 30, 1996 - Accum. Value at Purch.)/Accum. Value at Purch.
D = [(C+1)^(1/5 Years)]-1
</FN>
</TABLE>
<TABLE>
<CAPTION>

                                             Original Purchase as of Sub-Account Inception
                                                     Valuation as of June 30, 1996

                                        Dollar                        Units This    Accum.      Accum.
   Date            Transaction           Amount        Unit Value        Trans.      Units       Value
   ----            -----------           ------        ----------        ------      -----       -----
<S>         <C>                           <C>            <C>               <C>        <C>        <C>

                                 Capital Growth
 5-1-96     Purchase                      $1,000.00      $10.00000000      100.000    100.000    $1,000.00
6-30-96     Contract Fee                     (1.00)       10.15737732      (0.098)     99.902     1,014.74
6-30-96     Value before Surr Chg                         10.15737732        0.000     99.902     1,014.74
6-30-96     Surrender Charge                (51.00)       10.15737732      (5.021)     94.881       963.74
Cumulative Total Returns without/with chgs.                     1.57% A                             -3.63% C
Avg. Annual Total Returns without/with chgs.                       NA B                                 NA D

                                Growth and Income
1-24-89     Purchase                      $1,000.00      $10.00000000      100.000    100.000    $1,000.00
1-24-90     Contract Fee                     (1.00)        9.60621064      (0.104)     99.896       959.62
1-24-91     Contract Fee                     (1.00)       10.04911751      (0.100)     99.796     1,002.87
1-24-92     Contract Fee                     (1.00)       12.19460473      (0.082)     99.714     1,215.98
1-24-93     Contract Fee                     (1.00)       12.76781499      (0.078)     99.636     1,272.13
1-24-94     Contract Fee                     (1.00)       14.16249217      (0.071)     99.565     1,410.09
1-24-95     Contract Fee                     (1.00)       13.34952631      (0.075)     99.491     1,328.15
1-24-96     Contract Fee                     (1.00)       17.36302808      (0.058)     99.433     1,726.46
6-30-96     Value before Surr Chg                         18.14157976        0.000     99.433     1,803.87
6-30-96     Contract Fee                     (1.00)       18.14157976      (0.055)     99.378     1,802.87
6-30-96     Surrender Charge                   0.00       18.14157976        0.000     99.378     1,802.87
Cumulative Total Returns without/with chgs.                    81.42% A                             80.29% C
Avg. Annual Total Returns without/with chgs.                    8.34% B                              8.25% D

                                   High Income
1-24-89     Purchase                      $1,000.00      $10.00000000      100.000    100.000    $1,000.00
1-24-90     Contract Fee                     (1.00)        9.99164502      (0.100)     99.900       998.16
1-24-91     Contract Fee                     (1.00)        8.99722470      (0.111)     99.789       897.82
1-24-92     Contract Fee                     (1.00)       11.88821941      (0.084)     99.705     1,185.31
1-24-93     Contract Fee                     (1.00)       13.46803207      (0.074)     99.630     1,341.83
1-24-94     Contract Fee                     (1.00)       15.36027784      (0.065)     99.565     1,529.35
1-24-95     Contract Fee                     (1.00)       14.72506390      (0.068)     99.497     1,465.11
1-24-96     Contract Fee                     (1.00)       17.51218685      (0.057)     99.440     1,741.42
6-30-96     Value before Surr Chg                         17.77714583        0.000     99.440     1,767.76
6-30-96     Contract Fee                     (1.00)       17.77714583      (0.056)     99.384     1,766.76
6-30-96     Surrender Charge                   0.00       17.77714583        0.000     99.384     1,766.76
Cumulative Total Returns without/with chgs.                    77.77% A                             76.68% C
Avg. Annual Total Returns without/with chgs.                    8.04% B                              7.95% D

                                Income Securities
1-24-89     Purchase                      $1,000.00      $10.00000000      100.000    100.000    $1,000.00
1-24-90     Contract Fee                     (1.00)       10.71309911      (0.093)     99.907     1,070.31
1-24-91     Contract Fee                     (1.00)        9.95244729      (0.100)     99.806       993.32
1-24-92     Contract Fee                     (1.00)       14.03346495      (0.071)     99.735     1,399.63
1-24-93     Contract Fee                     (1.00)       15.41432935      (0.065)     99.670     1,536.35
1-24-94     Contract Fee                     (1.00)       17.72926866      (0.056)     99.614     1,766.08
1-24-95     Contract Fee                     (1.00)       16.36456156      (0.061)     99.553     1,629.13
1-24-96     Contract Fee                     (1.00)       20.20965612      (0.049)     99.503     2,010.92
6-30-96     Value before Surr Chg                         20.44085417        0.000     99.503     2,033.93
6-30-96     Contract Fee                     (1.00)       20.44085417      (0.049)     99.454     2,032.93
6-30-96     Surrender Charge                   0.00       20.44085417        0.000     99.454     2,032.93
Cumulative Total Returns without/with chgs.                   104.41% A                            103.29% C
Avg. Annual Total Returns without/with chgs.                   10.09% B                             10.01% D

                                  Money Market
1-24-89     Purchase                      $1,000.00      $10.00000000      100.000    100.000    $1,000.00
1-24-90     Contract Fee                     (1.00)       10.67978818      (0.094)     99.906     1,066.98
1-24-91     Contract Fee                     (1.00)       11.32877884      (0.088)     99.818     1,130.82
1-24-92     Contract Fee                     (1.00)       11.75876120      (0.085)     99.733     1,172.74
1-24-93     Contract Fee                     (1.00)       11.94239828      (0.084)     99.649     1,190.05
1-24-94     Contract Fee                     (1.00)       12.07592840      (0.083)     99.567     1,202.36
1-24-95     Contract Fee                     (1.00)       12.38828249      (0.081)     99.486     1,232.46
1-24-96     Contract Fee                     (1.00)       12.92030455      (0.077)     99.408     1,284.39
6-30-96     Value before Surr Chg                         13.11596925        0.000     99.408     1,303.84
6-30-96     Contract Fee                     (1.00)       13.11596925      (0.076)     99.332     1,302.84
6-30-96     Surrender Charge                   0.00       13.11596925        0.000     99.332     1,302.84
Cumulative Total Returns without/with chgs.                    31.16% A                             30.28% C
Avg. Annual Total Returns without/with chgs.                    3.72% B                              3.62% D

                                 Precious Metals
1-24-89     Purchase                      $1,000.00      $10.00000000      100.000    100.000    $1,000.00
1-24-90     Contract Fee                     (1.00)       12.89722725      (0.078)     99.922     1,288.72
1-24-91     Contract Fee                     (1.00)        9.78594476      (0.102)     99.820       976.84
1-24-92     Contract Fee                     (1.00)       10.94243678      (0.091)     99.729     1,091.28
1-24-93     Contract Fee                     (1.00)        9.13368251      (0.109)     99.619       909.89
1-24-94     Contract Fee                     (1.00)       14.48022000      (0.069)     99.550     1,441.51
1-24-95     Contract Fee                     (1.00)       13.03370859      (0.077)     99.474     1,296.51
1-24-96     Contract Fee                     (1.00)       15.98656881      (0.063)     99.411     1,589.24
6-30-96     Value before Surr Chg                         15.21339202        0.000     99.411     1,512.38
6-30-96     Contract Fee                     (1.00)       15.21339202      (0.066)     99.345     1,511.38
6-30-96     Surrender Charge                   0.00       15.21339202        0.000     99.345     1,511.38
Cumulative Total Returns without/with chgs.                    52.13% A                             51.14% C
Avg. Annual Total Returns without/with chgs.                    5.81% B                              5.71% D

                             Real Estate Securities
1-24-89     Purchase                      $1,000.00      $10.00000000      100.000    100.000    $1,000.00
1-24-90     Contract Fee                     (1.00)       10.13988901      (0.099)     99.901     1,012.99
1-24-91     Contract Fee                     (1.00)        9.37706788      (0.107)     99.795       935.78
1-24-92     Contract Fee                     (1.00)       12.28427530      (0.081)     99.713     1,224.91
1-24-93     Contract Fee                     (1.00)       13.56368572      (0.074)     99.640     1,351.48
1-24-94     Contract Fee                     (1.00)       15.37525909      (0.065)     99.575     1,530.98
1-24-95     Contract Fee                     (1.00)       15.00928122      (0.067)     99.508     1,493.54
1-24-96     Contract Fee                     (1.00)       18.15857147      (0.055)     99.453     1,805.92
6-30-96     Value before Surr Chg                         19.23483158        0.000     99.453     1,912.96
6-30-96     Contract Fee                     (1.00)       19.23483158      (0.052)     99.401     1,911.96
6-30-96     Surrender Charge                   0.00       19.23483158        0.000     99.401     1,911.96
Cumulative Total Returns without/with chgs.                    92.35% A                             91.20% C
Avg. Annual Total Returns without/with chgs.                    9.20% B                              9.11% D

                                Rising Dividends
1-27-92     Purchase                      $1,000.00      $10.00000000      100.000    100.000    $1,000.00
1-27-93     Contract Fee                     (1.00)       10.69831588      (0.093)     99.907     1,068.83
1-27-94     Contract Fee                     (1.00)       10.38483458      (0.096)     99.810     1,036.51
1-27-95     Contract Fee                     (1.00)        9.97357881      (0.100)     99.710       994.47
1-27-96     Contract Fee                     (1.00)       12.53425588      (0.080)     99.630     1,248.79
6-30-96     Value before Surr Chg                         13.31084899        0.000     99.630     1,326.16
6-30-96     Contract Fee                     (1.00)       13.31084899      (0.075)     99.555     1,325.16
6-30-96     Surrender Charge                 (3.75)       13.31084899      (0.282)     99.273     1,321.41
Cumulative Total Returns without/with chgs.                    33.11% A                             32.14% C
Avg. Annual Total Returns without/with chgs.                    6.67% B                              6.50% D

                                    Small Cap
11-1-95     Purchase                      $1,000.00      $10.00000000      100.000    100.000    $1,000.00
6-30-96     Value before Surr Chg                         11.97069680        0.000    100.000     1,197.07
6-30-96     Contract Fee                     (1.00)       11.97069680      (0.084)     99.916     1,196.07
6-30-96     Surrender Charge                (51.00)       11.97069680      (4.260)     95.656     1,145.07
Cumulative Total Returns without/with chgs.                    19.71% A                             14.51% C
Avg. Annual Total Returns without/with chgs.                       NA B                                 NA D

                       Templeton Developing Markets Equity
3-15-94     Purchase                      $1,000.00      $10.00000000      100.000    100.000    $1,000.00
3-15-95     Contract Fee                     (1.00)        8.62834892      (0.116)     99.884       861.83
3-15-96     Contract Fee                     (1.00)       10.29583833      (0.097)     99.787     1,027.39
6-30-96     Value before Surr Chg                         11.03044915        0.000     99.787     1,100.70
6-30-96     Contract Fee                     (1.00)       11.03044915      (0.091)     99.696     1,099.70
6-30-96     Surrender Charge                (22.00)       11.03044915      (1.994)     97.702     1,077.70
Cumulative Total Returns without/with chgs.                    10.30% A                              7.77% C
Avg. Annual Total Returns without/with chgs.                    4.36% B                              3.31% D

                        Templeton Global Asset Allocation
 5-1-95     Purchase                      $1,000.00      $10.00000000      100.000    100.000    $1,000.00
 5-1-96     Contract Fee                     (1.00)       11.25238519      (0.089)     99.911     1,124.24
6-30-96     Value before Surr Chg                         11.38243612        0.000     99.911     1,137.23
6-30-96     Contract Fee                     (1.00)       11.38243612      (0.088)     99.823     1,136.23
6-30-96     Surrender Charge                (35.00)       11.38243612      (3.075)     96.748     1,101.23
Cumulative Total Returns without/with chgs.                    13.82% A                             10.12% C
Avg. Annual Total Returns without/with chgs.                   11.73% B                              8.61% D

                             Templeton Global Growth
3-15-94     Purchase                      $1,000.00      $10.00000000      100.000    100.000    $1,000.00
3-15-95     Contract Fee                     (1.00)       10.10361217      (0.099)     99.901     1,009.36
3-15-96     Contract Fee                     (1.00)       11.81545835      (0.085)     99.816     1,179.38
6-30-96     Value before Surr Chg                         12.47898971        0.000     99.816     1,245.61
6-30-96     Contract Fee                     (1.00)       12.47898971      (0.080)     99.736     1,244.61
6-30-96     Surrender Charge                (22.00)       12.47898971      (1.763)     97.973     1,222.61
Cumulative Total Returns without/with chgs.                    24.79% A                             22.26% C
Avg. Annual Total Returns without/with chgs.                   10.13% B                              9.15% D

                       Templeton Global Income Securities
1-24-89     Purchase                      $1,000.00      $10.00000000      100.000    100.000    $1,000.00
1-24-90     Contract Fee                     (1.00)       10.86134310      (0.092)     99.908     1,085.13
1-24-91     Contract Fee                     (1.00)       11.78457305      (0.085)     99.823     1,176.37
1-24-92     Contract Fee                     (1.00)       12.96036211      (0.077)     99.746     1,292.74
1-24-93     Contract Fee                     (1.00)       12.84750678      (0.078)     99.668     1,280.49
1-24-94     Contract Fee                     (1.00)       14.83430586      (0.067)     99.601     1,477.51
1-24-95     Contract Fee                     (1.00)       13.57814674      (0.074)     99.527     1,351.39
1-24-96     Contract Fee                     (1.00)       15.44939310      (0.065)     99.462     1,536.63
6-30-96     Value before Surr Chg                         15.61016701        0.000     99.462     1,552.62
6-30-96     Contract Fee                     (1.00)       15.61016701      (0.064)     99.398     1,551.62
6-30-96     Surrender Charge                   0.00       15.61016701        0.000     99.398     1,551.62
Cumulative Total Returns without/with chgs.                    56.10% A                             55.16% C
Avg. Annual Total Returns without/with chgs.                    6.17% B                              6.09% D

                         Templeton International Equity
1-27-92     Purchase                      $1,000.00      $10.00000000      100.000    100.000    $1,000.00
1-27-93     Contract Fee                     (1.00)        9.54360836      (0.105)     99.895       953.36
1-27-94     Contract Fee                     (1.00)       12.87738433      (0.078)     99.818     1,285.39
1-27-95     Contract Fee                     (1.00)       11.94433728      (0.084)     99.734     1,191.25
1-27-96     Contract Fee                     (1.00)       13.57666971      (0.074)     99.660     1,353.05
6-30-96     Value before Surr Chg                         14.79181647        0.000     99.660     1,474.16
6-30-96     Contract Fee                     (1.00)       14.79181647      (0.068)     99.593     1,473.16
6-30-96     Surrender Charge                 (3.75)       14.79181647      (0.254)     99.339     1,469.41
Cumulative Total Returns without/with chgs.                    47.92% A                             46.94% C
Avg. Annual Total Returns without/with chgs.                    9.25% B                              9.08% D

                    Templeton International Smaller Companies
 5-1-96     Purchase                      $1,000.00      $10.00000000      100.000    100.000    $1,000.00
6-30-96     Value before Surr Chg                         10.30704398        0.000    100.000     1,030.70
6-30-96     Contract Fee                     (1.00)       10.30704398      (0.097)     99.903     1,029.70
6-30-96     Surrender Charge                (51.00)       10.30704398      (4.948)     94.955       978.70
Cumulative Total Returns without/with chgs.                     3.07% A                             -2.13% C
Avg. Annual Total Returns without/with chgs.                       NA B                                 NA D

                            Templeton Pacific Growth
1-27-92     Purchase                      $1,000.00      $10.00000000      100.000    100.000    $1,000.00
1-27-93     Contract Fee                     (1.00)        9.92851087      (0.101)     99.899       991.85
1-27-94     Contract Fee                     (1.00)       14.10178760      (0.071)     99.828     1,407.76
1-27-95     Contract Fee                     (1.00)       11.94769270      (0.084)     99.745     1,191.72
1-27-96     Contract Fee                     (1.00)       14.49670523      (0.069)     99.676     1,444.97
6-30-96     Value before Surr Chg                         15.18114534        0.000     99.676     1,513.19
6-30-96     Contract Fee                     (1.00)       15.18114534      (0.066)     99.610     1,512.19
6-30-96     Surrender Charge                 (3.75)       15.18114534      (0.247)     99.363     1,508.44
Cumulative Total Returns without/with chgs.                    51.81% A                             50.84% C
Avg. Annual Total Returns without/with chgs.                    9.89% B                              9.73% D

                           U.S. Government Securities
3-14-89     Purchase                      $1,000.00      $10.00000000      100.000    100.000    $1,000.00
3-15-90     Contract Fee                     (1.00)       10.30827187      (0.097)     99.903     1,029.83
3-16-91     Contract Fee                     (1.00)       11.46249369      (0.087)     99.816     1,144.14
3-16-92     Contract Fee                     (1.00)       12.39922047      (0.081)     99.735     1,236.64
3-17-93     Contract Fee                     (1.00)       14.03885755      (0.071)     99.664     1,399.17
3-18-94     Contract Fee                     (1.00)       14.26756980      (0.070)     99.594     1,420.96
3-19-95     Contract Fee                     (1.00)       14.67376156      (0.068)     99.526     1,460.42
3-19-96     Contract Fee                     (1.00)       15.92525375      (0.063)     99.463     1,583.97
6-30-96     Value before Surr Chg                         15.94773587        0.000     99.463     1,586.21
6-30-96     Contract Fee                     (1.00)       15.94773587      (0.063)     99.400     1,585.21
6-30-96     Surrender Charge                   0.00       15.94773587        0.000     99.400     1,585.21
Cumulative Total Returns without/with chgs.                    59.48% A                             58.52% C
Avg. Annual Total Returns without/with chgs.                    6.60% B                              6.51% D

                                 Utility Equity
1-24-89     Purchase                      $1,000.00      $10.00000000      100.000    100.000    $1,000.00
1-24-90     Contract Fee                     (1.00)       11.48396786      (0.087)     99.913     1,147.40
1-24-91     Contract Fee                     (1.00)       11.97256112      (0.084)     99.829     1,195.21
1-24-92     Contract Fee                     (1.00)       14.23979461      (0.070)     99.759     1,420.55
1-24-93     Contract Fee                     (1.00)       16.00386148      (0.062)     99.697     1,595.53
1-24-94     Contract Fee                     (1.00)       16.50535338      (0.061)     99.636     1,644.53
1-24-95     Contract Fee                     (1.00)       15.57082970      (0.064)     99.572     1,550.42
1-24-96     Contract Fee                     (1.00)       19.81799065      (0.050)     99.521     1,972.31
6-30-96     Value before Surr Chg                         20.28737569        0.000     99.521     2,019.03
6-30-96     Contract Fee                     (1.00)       20.28737569      (0.049)     99.472     2,018.03
6-30-96     Surrender Charge                   0.00       20.28737569        0.000     99.472     2,018.03
Cumulative Total Returns without/with chgs.                   102.87% A                            101.80% C
Avg. Annual Total Returns without/with chgs.                    9.98% B                              9.90% D

                               Zero Coupon - 2000
3-14-89     Purchase                      $1,000.00      $10.00000000      100.000    100.000    $1,000.00
3-14-90     Contract Fee                     (1.00)       10.38718687      (0.096)     99.904     1,037.72
3-14-91     Contract Fee                     (1.00)       11.51435997      (0.087)     99.817     1,149.33
3-14-92     Contract Fee                     (1.00)       12.69393926      (0.079)     99.738     1,266.07
3-14-93     Contract Fee                     (1.00)       15.41331568      (0.065)     99.673     1,536.29
3-14-94     Contract Fee                     (1.00)       16.04445243      (0.062)     99.611     1,598.20
3-14-95     Contract Fee                     (1.00)       16.25253463      (0.062)     99.549     1,617.93
3-14-96     Contract Fee                     (1.00)       17.85770370      (0.056)     99.493     1,776.72
6-30-96     Value before Surr Chg                         17.78631427        0.000     99.493     1,769.62
6-30-96     Contract Fee                     (1.00)       17.78631427      (0.056)     99.437     1,768.62
6-30-96     Surrender Charge                   0.00       17.78631427        0.000     99.437     1,768.62
Cumulative Total Returns without/with chgs.                    77.86% A                             76.86% C
Avg. Annual Total Returns without/with chgs.                    8.21% B                              8.12% D

                               Zero Coupon - 2005
3-14-89     Purchase                      $1,000.00      $10.00000000      100.000    100.000    $1,000.00
3-14-90     Contract Fee                     (1.00)       10.39705125      (0.096)     99.904     1,038.71
3-14-91     Contract Fee                     (1.00)       11.55409702      (0.087)     99.817     1,153.30
3-14-92     Contract Fee                     (1.00)       12.77593818      (0.078)     99.739     1,274.26
3-14-93     Contract Fee                     (1.00)       16.23688367      (0.062)     99.677     1,618.45
3-14-94     Contract Fee                     (1.00)       16.93608168      (0.059)     99.618     1,687.14
3-14-95     Contract Fee                     (1.00)       17.21684037      (0.058)     99.560     1,714.11
3-14-96     Contract Fee                     (1.00)       19.49696511      (0.051)     99.509     1,940.12
6-30-96     Value before Surr Chg                         19.38709243        0.000     99.509     1,929.19
6-30-96     Contract Fee                     (1.00)       19.38709243      (0.052)     99.457     1,928.19
6-30-96     Surrender Charge                   0.00       19.38709243        0.000     99.457     1,928.19
Cumulative Total Returns without/with chgs.                    93.87% A                             92.82% C
Avg. Annual Total Returns without/with chgs.                    9.49% B                              9.41% D

                               Zero Coupon - 2010
3-14-89     Purchase                      $1,000.00      $10.00000000      100.000    100.000    $1,000.00
3-14-90     Contract Fee                     (1.00)       10.26881437      (0.097)     99.903     1,025.88
3-14-91     Contract Fee                     (1.00)       11.36823998      (0.088)     99.815     1,134.72
3-14-92     Contract Fee                     (1.00)       12.39609106      (0.081)     99.734     1,236.31
3-14-93     Contract Fee                     (1.00)       16.01961394      (0.062)     99.672     1,596.70
3-14-94     Contract Fee                     (1.00)       16.90519719      (0.059)     99.612     1,683.97
3-14-95     Contract Fee                     (1.00)       17.12909327      (0.058)     99.554     1,705.27
3-14-96     Contract Fee                     (1.00)       19.99862777      (0.050)     99.504     1,989.94
6-30-96     Value before Surr Chg                         19.90678287        0.000     99.504     1,980.80
6-30-96     Contract Fee                     (1.00)       19.90678287      (0.050)     99.454     1,979.80
6-30-96     Surrender Charge                   0.00       19.90678287        0.000     99.454     1,979.80
Cumulative Total Returns without/with chgs.                    99.07% A                             97.98% C
Avg. Annual Total Returns without/with chgs.                    9.89% B                              9.81% D

<FN>
A = (Unit  Value as of June 30,  1996 - Unit  Value at  Purchase)/Unit  Value at Purchase
B = [(A+1)^(1/Years since Inception)]-1
C = (Accumulated  Value as of June 30, 1996 - Accum. Value at Purch.)/Accum. Value at Purch.
D = [(C+1)^(1/Years since Inception)]-1
</FN>
</TABLE>
<TABLE>
<CAPTION>
                                           Performance Information of Selected Public Funds

                                              Original Purchase as of September 30, 1995
                                                Valuation Date as of September 30, 1996

                                                     Dollar          NAV Per       Shrs. This    Accum.    Net Asset
   Date                  Transaction                 Amount           Share          Trans.      Shrs.       Value
   ----                  -----------                 ------           -----          ------      -----       -----
<S>         <C>                                      <C>             <C>           <C>           <C>       <C>

                              Mutual Discovery Fund
9-30-95     Purchase                                 $1,000.00              $15.66      63.857     63.857    $1,000.00
12-29-95    Dividend Distribution ($.83/shr)             53.00               14.99       3.536     67.393     1,010.22
6-14-96     Dividend Distribution ($.35/shr)             23.59               16.89       1.397     68.789     1,161.85
9-30-96     Current Value                                                    17.23       0.000     68.789     1,185.24

Average Annual Total Return                                                                                     18.52% A

                               Mutual Shares Fund
9-30-95     Purchase                                 $1,000.00              $97.25      10.283     10.283    $1,000.00
12-29-95    Dividend Distribution ($12.14/shr)          124.83               85.63       1.458     11.741     1,005.35
6-14-96     Dividend Distribution ($3.00/shr)            35.22               91.93       0.383     12.124     1,114.53
9-30-96     Current Value                                                    93.69       0.000     12.124     1,135.87

Average Annual Total Return                                                                                     13.59% A
<FN>
A = (Net Asset Value as of September 30, 1996 - Net Asset Value at Purch.)/Net Asset Value at Purch.
</FN>
</TABLE>
<TABLE>
<CAPTION>
                                                     Dollar                        Units This    Accum.      Accum.
   Date                  Transaction                 Amount        Unit Value        Trans.      Units       Value
   ----                  -----------                 ------        ----------        ------      -----       -----
<S>         <C>                                      <C>           <C>             <C>           <C>         <C>

                     Mutual Discovery Securities Sub-Account
9-30-95     Purchase                                 $1,000.00        $17.03457804      58.704     58.704    $1,000.00
9-30-96     Contract Fee                                (1.00)         19.89985017     (0.050)     58.654     1,167.20
9-30-96     Value before Surr Chg                                      19.89985017       0.000     58.654     1,167.20
9-30-96     Surrender Charge                           (51.00)         19.89985017     (2.563)     56.091     1,116.20

Average Annual Total Returns without/with charges                           16.82% B                            11.62% C

                      Mutual Shares Securities Sub-Account
9-30-95     Purchase                                 $1,000.00       $494.26676636       2.023      2.023    $1,000.00
9-30-96     Contract Fee                                (1.00)        553.20141399     (0.002)      2.021     1,118.24
9-30-96     Value before Surr Chg                                     553.20141399       0.000      2.021     1,118.24
9-30-96     Surrender Charge                           (51.00)        553.20141399     (0.092)      1.929     1,067.24

Average Annual Total Returns without/with charges                           11.92% B                             6.72% C
<FN>
B = (Unit Value as of September 30, 1996 - Unit Value at Purchase)/Unit Value at Purchase
C = (Accumulated Value as of September 30, 1996 - Accum. Value at Purch.)/Accum. Value at Purch.
</FN>
</TABLE>
<TABLE>
<CAPTION>
                                              Original Purchase as of September 30, 1991
                                                Valuation Date as of September 30, 1996

                                                     Dollar          NAV Per       Shrs. This    Accum.     Net Asset
   Date                  Transaction                 Amount           Share          Trans.      Shrs.        Value
   ----                  -----------                 ------           -----          ------      -----        -----
<S>         <C>                                      <C>             <C>           <C>           <C>        <C>

                               Mutual Shares Fund
9-30-91     Purchase                                  $1,000.00             $66.67      14.999     14.999     $1,000.00
12-31-91    Dividend Distribution ($2.73/shr)             40.95              63.27       0.647     15.646        989.95
7-6-92      Dividend Distribution ($1.00/shr)             15.65              70.18       0.223     15.869      1,113.71
12-31-92    Dividend Distribution ($3.75/shr)             59.51              72.71       0.818     16.688      1,213.37
7-12-93     Dividend Distribution ($.70/shr)              11.68              79.65       0.147     16.835      1,340.87
12-31-93    Dividend Distribution ($6.99/shr)            117.67              80.56       1.461     18.295      1,473.86
7-11-94     Dividend Distribution ($.60/shr)              10.98              80.60       0.136     18.431      1,485.57
12-29-94    Dividend Distribution ($5.30/shr)             97.69              78.31       1.247     19.679      1,541.05
7-10-95     Dividend Distribution ($2.60/shr)             51.16              88.78       0.576     20.255      1,798.25
12-29-95    Dividend Distribution ($12.14/shr)           245.90              85.63       2.872     23.127      1,980.34
6-14-96     Dividend Distribution ($3.00/shr)             69.38              91.93       0.755     23.881      2,195.42
9-30-96     Current Value                                                    93.69       0.000     23.881      2,237.46
Cumulative Total Return                                                                                         123.75% A
Average Annual Total Return                                                                                      17.47% B
<FN>
A = (Net Asset Value as of September  30, 1996 - Net Asset Value at  Purch.)/Net Asset Value at Purch.
B = [(A+1)^(1/5 Years)]-1
</FN>
</TABLE>
<TABLE>
<CAPTION>
                                                     Dollar                        Units This    Accum.      Accum.
   Date                  Transaction                 Amount         Unit Value       Trans.      Units        Value
   ----                  -----------                 ------         ----------       ------      -----        -----
<S>         <C>                                      <C>            <C>            <C>           <C>         <C>

                      Mutual Shares Securities Sub-Account
9-30-91     Purchase                                  $1,000.00      $266.34154236       3.755      3.755     $1,000.00
9-30-92     Contract Fee                                 (1.00)       298.69304214     (0.003)      3.751      1,120.47
9-30-93     Contract Fee                                 (1.00)       370.30580394     (0.003)      3.749      1,388.10
9-30-94     Contract Fee                                 (1.00)       400.78402346     (0.002)      3.746      1,501.35
9-30-95     Contract Fee                                 (1.00)       494.26676636     (0.002)      3.744      1,850.54
9-30-96     Contract Fee                                 (1.00)       553.20141399     (0.002)      3.742      2,070.19
9-30-96     Value before Surr Chg                                     553.20141399       0.000      3.742      2,070.19
9-30-96     Surrender Charge                             (8.25)       553.20141399     (0.015)      3.727      2,061.94
Cumulative Total Rtns. without/with chrgs.                                 107.70% C                            106.19% E
Avg. Annual Total Rtns. without/with chrgs.                                 15.74% D                             15.57% F

<FN>
C = (Unit Value as of September 30, 1996 - Unit Value at Purchase)/Unit Value at Purchase
D = [(C+1)^(1/5 Years)]-1
E = (Accumulated Value as of September 30, 1996 - Accum. Value at Purch.)/Accum. Value at Purch.
F = [(E+1)^(1/5 Years)]-1
</FN>
</TABLE>
<TABLE>
<CAPTION>
                                              Original Purchase as of September 30, 1986
                                                Valuation Date as of September 30, 1996

                                                     Dollar          NAV Per       Shrs. This    Accum.     Net Asset
   Date                  Transaction                 Amount           Share          Trans.      Shrs.        Value
   ----                  -----------                 ------           -----          ------      -----        -----
<S>         <C>                                      <C>             <C>           <C>           <C>        <C>

                               Mutual Shares Fund
9-30-86     Purchase                                  $1,000.00             $63.86      15.659     15.659     $1,000.00
1-9-87      Dividend Distribution ($5.65/shr)             88.47              60.08       1.473     17.132      1,029.28
7-17-87     Dividend Distribution ($1.35/shr)             23.13              71.24       0.325     17.457      1,243.60
12-31-87    Dividend Distribution ($5.26/shr)             91.82              58.12       1.580     19.036      1,106.39
7-15-88     Dividend Distribution ($1.75/shr)             33.31              70.00       0.476     19.512      1,365.86
12-29-88    Dividend Distribution ($5.93/shr)            115.71              67.38       1.717     21.230      1,430.45
6-23-89     Dividend Distribution ($1.85/shr)             39.27              74.45       0.528     21.757      1,619.81
12-29-89    Dividend Distribution ($8.79/shr)            191.24              66.80       2.863     24.620      1,644.62
6-18-90     Dividend Distribution ($.75/shr)              18.47              66.20       0.279     24.899      1,648.31
12-31-90    Dividend Distribution ($3.48/shr)             86.65              56.16       1.543     26.442      1,484.97
7-8-91      Dividend Distribution ($.90/shr)              23.80              63.59       0.374     26.816      1,705.23
12-31-91    Dividend Distribution ($2.73/shr)             73.21              63.27       1.157     27.973      1,769.86
7-6-92      Dividend Distribution ($1.00/shr)             27.97              70.18       0.399     28.372      1,991.13
12-31-92    Dividend Distribution ($3.75/shr)            106.39              72.71       1.463     29.835      2,169.30
7-12-93     Dividend Distribution ($.70/shr)              20.88              79.65       0.262     30.097      2,397.24
12-31-93    Dividend Distribution ($6.99/shr)            210.38              80.56       2.611     32.709      2,635.01
7-11-94     Dividend Distribution ($.60/shr)              19.63              80.60       0.243     32.952      2,655.94
12-29-94    Dividend Distribution ($5.30/shr)            174.65              78.31       2.230     35.182      2,755.13
7-10-95     Dividend Distribution ($2.60/shr)             91.47              88.78       1.030     36.213      3,214.96
12-29-95    Dividend Distribution ($12.14/shr)           439.62              85.63       5.134     41.347      3,540.51
6-14-96     Dividend Distribution ($3.00/shr)            124.04              91.93       1.349     42.696      3,925.04
9-30-96     Current Value                                                    93.69       0.000     42.696      4,000.18
Cumulative Total Return                                                                                         300.02% A
Average Annual Total Return                                                                                      14.87% B
<FN>
A = (Net Asset Value as of September  30, 1996 - Net Asset Value at  Purch.)/Net Asset Value at Purch.
B = [(A+1)^(1/10 Years)]-1
</FN>
</TABLE>
<TABLE>
<CAPTION>
                                                     Dollar                        Units This    Accum.      Accum.
   Date                  Transaction                 Amount         Unit Value       Trans.      Units        Value
   ----                  -----------                 ------         ----------       ------      -----        -----
<S>         <C>                                      <C>            <C>            <C>           <C>         <C>

                      Mutual Shares Securities Sub-Account
9-30-86     Purchase                                  $1,000.00      $160.16912615       6.243      6.243     $1,000.00
9-30-87     Contract Fee                                 (1.00)       207.12736533     (0.005)      6.239      1,292.18
9-30-88     Contract Fee                                 (1.00)       218.64162680     (0.005)      6.234      1,363.01
9-30-89     Contract Fee                                 (1.00)       261.57455082     (0.004)      6.230      1,629.66
9-30-90     Contract Fee                                 (1.00)       218.12900815     (0.005)      6.226      1,357.98
9-30-91     Contract Fee                                 (1.00)       266.34154236     (0.004)      6.222      1,657.13
9-30-92     Contract Fee                                 (1.00)       298.69304214     (0.003)      6.218      1,857.42
9-30-93     Contract Fee                                 (1.00)       370.30580394     (0.003)      6.216      2,301.74
9-30-94     Contract Fee                                 (1.00)       400.78402346     (0.002)      6.232      2,497.49
9-30-95     Contract Fee                                 (1.00)       494.26676636     (0.002)      6.229      3,079.03
9-30-96     Contract Fee                                 (1.00)       553.20141399     (0.002)      6.228      3,445.16
9-30-96     Value before Surr Chg                                     553.20141399       0.000      6.228      3,445.16
9-30-96     Surrender Charge                                          553.20141399       0.000      6.228      3,445.16
Cumulative Total Rtns. without/with chrgs.                                 245.39% C                            244.52% E
Avg. Annual Total Rtns. without/with chrgs.                                 13.20% D                             13.17% F

<FN>
C = (Unit Value as of September 30, 1996 - Unit Value at Purchase)/Unit Value at Purchase
D = [(C+1)^(1/10 Years)]-1
E = (Accumulated Value as of September 30, 1996 - Accum. Value at Purch.)/Accum. Value at Purch.
F = [(E+1)^(1/10 Years)]-1
</FN>
</TABLE>
<TABLE>
<CAPTION>
                                             Original Purchase as of Sub-Account Inception
                                                  Valuation as of September 30, 1996

                                                     Dollar          NAV Per      Shrs. This    Accum.    Net Asset
   Date                  Transaction                 Amount           Share         Trans.      Shrs.       Value
   ----                  -----------                 ------           -----         ------      -----       -----
<S>         <C>                                      <C>             <C>          <C>           <C>       <C>

                              Mutual Discovery Fund
12-31-92    Purchase                                  $1,000.00            $10.00     100.000    100.000    $1,000.00
12-31-93    Dividend Distribution ($.53/shr)              53.00             12.93       4.099    104.099     1,346.00
7-11-94     Dividend Distribution ($.20/shr)              20.82             13.28       1.568    105.667     1,403.25
12-29-94    Dividend Distribution ($.77/shr)              81.36             12.52       6.499    112.165     1,404.31
7-10-95     Dividend Distribution ($.13/shr)              14.58             14.49       1.006    113.172     1,639.86
12-29-95    Dividend Distribution ($.83/shr)              93.93             14.99       6.266    119.438     1,790.38
6-14-96     Dividend Distribution ($.35/shr)              41.80             16.89       2.475    121.913     2,059.11
9-30-96     Current Value                                                   17.23       0.000    121.913     2,100.56
Cumulative Total Return                                                                                       110.06% A
Average Annual Total Return                                                                                    21.90% B
<FN>
A = (Net Asset Value as of September  30, 1996 - Net Asset Value at  Purch.)/Net Asset Value at Purch.
B = [(A+1)^(1/Years since Inception)]-1
</FN>
</TABLE>
<TABLE>
<CAPTION>
                                                     Dollar                       Units This    Accum.      Accum.
   Date                  Transaction                 Amount        Unit Value       Trans.      Units       Value
   ----                  -----------                 ------        ----------       ------      -----       -----
<S>         <C>                                      <C>           <C>            <C>           <C>         <C>

                     Mutual Discovery Securities Sub-Account
12-31-92    Purchase                                  $1,000.00      $10.00000000     100.000    100.000    $1,000.00
12-31-93    Contract Fee                                 (1.00)       13.39109512     (0.075)     99.925     1,338.11
12-31-94    Contract Fee                                 (1.00)       13.67637317     (0.073)     99.852     1,365.62
12-31-95    Contract Fee                                 (1.00)       17.33223864     (0.058)     99.795     1,729.66
9-30-96     Contract Fee                                 (1.00)       19.89985017     (0.050)     99.744     1,984.90
9-30-96     Value before Surr Chg                                     19.89985017       0.000     99.925     1,988.50
9-30-96     Surrender Charge                            (12.00)       19.89985017     (0.603)     99.322     1,976.50
Cumulative Total Rtns. without/with chgs.                                  99.00% C                            97.65% E
Avg. Annual Total Rtns. without/with chgs.                                 20.14% D                            19.92% F
<FN>
C = (Unit Value as of September 30, 1996 - Unit Value at Purchase)/Unit Value at Purchase
D = [(C+1)^(1/Years since Inception)]-1
E = (Accumulated Value as of September 30, 1996 - Accum. Value at Purch.)/Accum. Value at Purch.
F = [(E+1)^(1/Years since Inception)]-1
</FN>
</TABLE>

<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-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               JUN-30-1996
<INVESTMENTS-AT-COST>                        7,584,086
<INVESTMENTS-AT-VALUE>                       8,249,052
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                               8,249,052
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          427
<TOTAL-LIABILITIES>                                427
<SENIOR-EQUITY>                              6,650,229
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                          508,515
<SHARES-COMMON-PRIOR>                          489,099
<ACCUMULATED-NII-CURRENT>                      602,991
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                        330,358
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                       665,047
<NET-ASSETS>                                 8,248,625
<DIVIDEND-INCOME>                              327,674
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                  55,699
<NET-INVESTMENT-INCOME>                        271,975
<REALIZED-GAINS-CURRENT>                       194,775
<APPREC-INCREASE-CURRENT>                     (111,109)
<NET-CHANGE-FROM-OPS>                          355,641
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                         31,033
<NUMBER-OF-SHARES-REDEEMED>                          0
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                         545,414
<ACCUMULATED-NII-PRIOR>                        331,016
<ACCUMULATED-GAINS-PRIOR>                      135,583
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                           55,699
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                 55,699
<AVERAGE-NET-ASSETS>                         7,975,918
<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>                                  0.007
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        


</TABLE>


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