ALLIANZ LIFE VARIABLE ACCOUNT B
485BPOS, 1996-11-08
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                                                            File Nos. 33-76190
                                                                     811-05618
==============================================================================

                      SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C.  20549

                                   FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933                   ( )
          Pre-Effective Amendment No.                                     ( )
          Post-Effective Amendment No.    4                               (X)

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940           ( )
          Amendment No.    27                                             (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 6.   Deductions. . . . . . . . . . . . . . . . . . .  Charges and
                                                           Deductions

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

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

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

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

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

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

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

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





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

<CAPTION>

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

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

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

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

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

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

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

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

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

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

                                    PART C

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

<PAGE>


                 ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA

        HOME OFFICE:                                 VIP SERVICE CENTER:
        1750 Hennepin Avenue                         P.O. Box 30343
        Minneapolis, MN 55403-2195                   Tampa, FL 33630-3343
        (800) 542-5427                               (800) 774-5001
                              INDIVIDUAL IMMEDIATE
                           VARIABLE ANNUITY CONTRACTS
                                    issued by
                         ALLIANZ LIFE VARIABLE ACCOUNT B
                                       and
                 ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
                                  NOVEMBER 8, 1996    
                                       
The Individual Immediate Variable Annuity Contracts (the "Contracts")  described
in this Prospectus provide lifetime income to the Annuitant and Joint Annuitant,
if any, under the Annuity Option selected.  The Annuitant is the Contract Owner.
The  Contract  Owner  selects the Annuity  Option and the  frequency  of payment
(e.g., monthly, quarterly, semi-annual, annual).

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

   
The Contracts  are acquired by the payment of a single  purchase  payment.  Some
states assess premium taxes (see "Charges and Deductions - Premium Taxes").  The
Single Purchase  Payment less the premium tax is referred to as the Net Purchase
Payment.  The Single  Purchase  Payment for the Contracts will be allocated to a
segregated investment account of Allianz Life Insurance Company of North America
(the "Company") which account has been designated  Allianz Life Variable Account
B (the "Variable Account").

The  Variable  Account  invests  in  shares of  Franklin  Valuemark  Funds  (the
"Trust").  The Trust is a series fund with twenty-three Funds,  fifteen of which
are  currently  available in connection  with the  Contracts  offered under this
Prospectus:  the Money  Market  Fund,  the Growth and  Income  Fund,  the Income
Securities  Fund, the Mutual Shares  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 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. 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).
    

Under certain  circumstances,  Contract  Owners may make  withdrawals  after the
Income  Date  other  than the  Annuity  Payments  they  will  receive  under the
Contract.  See "Annuity  Provisions - Contract  Withdrawals  (Liquidations)" for
more information regarding the ability to make withdrawals under the Contract.

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

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

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

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

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

IN THE STATE OF OREGON, ALL REFERENCES TO "FRANKLIN  TEMPLETON  VALUEMARK INCOME
PLUS" REFER TO "VALUEMARK INCOME PLUS."

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

This Prospectus should be kept for future reference.


TABLE OF CONTENTS                                  PAGE

DEFINITIONS ......................................    2
HIGHLIGHTS .......................................    3
FEE TABLE ........................................    5
CONDENSED FINANCIAL
 INFORMATION .....................................    6
THE COMPANY  .....................................    8
THE VARIABLE ACCOUNT .............................    8
FRANKLIN VALUEMARK FUNDS .........................    8
       
 General..........................................    9
 Substitution of Securities ......................    9
 Voting Rights ...................................    9
CHARGES AND DEDUCTIONS............................   10
 Deduction for Mortality and
  Expense Risk Charge ............................   10
 Deduction for Administrative
  Expense Charge..................................   10
 Deduction for Premium Taxes .....................   10
 Deduction for Income Taxes ......................   10
 Deduction for Trust Expenses ....................   10
ANNUITY PROVISIONS ...............................   10
 Income Date .....................................   10
 Annuity Options .................................   10
 Contract Withdrawals (Liquidations)..............   12
 Determination of Annuity Payments ...............   12
THE CONTRACTS ....................................   13
 Ownership .......................................   13
 Assignment ......................................   13
 Beneficiary .....................................   14
 Change of Beneficiary ...........................   14
 Death of Beneficiary ............................   14
 Annuitant .......................................   14
PROCEEDS PAYABLE AT DEATH.........................   14
PURCHASE PAYMENTS AND
 CONTRACT VALUE...................................   14
  Single Purchase Payment ........................   14
  Net Purchase Payment............................   14
  Allocation of Net Purchase Payment .............   14
  Contract Value..................................   15
  VIP Unit .......................................   15
  Transfers ......................................   15
DISTRIBUTOR ......................................   16
 Delay of Payments ...............................   16
ADMINISTRATION OF THE CONTRACTS ..................   16
PERFORMANCE DATA .................................   16
 Money Market Sub-Account ........................   16
 Other Sub-Accounts ..............................   17
 Performance Ranking .............................   17
TAX STATUS .......................................   18
 General..........................................   18
 Diversification .................................   18
 Multiple Contracts ..............................   19
 Tax Treatment of Distributions -
  Non-Qualified Contracts ........................   19
 Qualified Plans .................................   20
 Tax Treatment of Distributions -
  IRA Contracts ..................................   20
 Tax Treatment of Assignments ....................   21
 Income Tax Withholding ..........................   21
FINANCIAL STATEMENTS..............................   21
LEGAL PROCEEDINGS.................................   21
   
APPENDIX A - ILLUSTRATION OF VALUES...............   21
APPENDIX B - PERFORMANCE
 INFORMATION OF SELECTED
 PUBLIC FUNDS.....................................   26
    
TABLE OF CONTENTS
 OF THE STATEMENT OF
 ADDITIONAL INFORMATION ..........................   27

DEFINITIONS
- --------------------------------------------------------------------------------

Age - Age to the nearest month unless otherwise specified.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

   
Non-Qualified  Contracts - As used herein,  Contracts issued under Non-Qualified
Plans which do not receive  favorable  tax  treatment  under  Section 408 of the
Internal Revenue Code of 1986, as amended (the "Code").

Qualified  Contracts - As used herein,  Contracts  issued under  Qualified Plans
which receive favorable tax treatment under Section 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.

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

Valuation Period - The period beginning at the close of business of the New York
Stock  Exchange on each  Valuation  Date and ending at the close of business for
the next succeeding Valuation Date.

Variable Account - A separate  investment account of the Company,  designated as
Allianz Life Variable  Account B, in which a portion of the Company's assets has
been allocated for the Contracts and certain other contracts.

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


HIGHLIGHTS
- --------------------------------------------------------------------------------

Net  Purchase  Payments  for the  Contracts  will be  allocated  to a segregated
investment  account of Allianz  Life  Insurance  Company of North  America  (the
"Company")  which  has been  designated  Allianz  Life  Variable  Account B (the
"Variable Account").

   
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 longer in states where required)
after it is received (the "Free-Look Period").  It can be mailed or delivered to
either the Company or the agent who sold it.  Return of the  Contract by mail is
effective on being  postmarked,  properly  addressed  and postage  prepaid.  The
returned  Contract  will be treated as if the Company  had never  issued it. The
Company will promptly  refund the net amount  allocated to the Variable  Account
modified for  investment  experience  plus any taxes  deducted less any benefits
paid in  states  where  permitted.  This  may be more or less  than  the  Single
Purchase   Payment.   Once  the   Free-Look   Period   expires,   under  certain
circumstances,  Contract Owners may make withdrawals after the Income Date other
than the Annuity  Payments they will receive  under the  Contract.  See "Annuity
Provisions - Contract Withdrawals (Liquidations)" for more information regarding
the ability to make withdrawals under the Contract. The Company has the right to
allocate the Single Purchase Payment to the Money Market  Sub-Account  until the
expiration of the Free-Look Period. If the Company does so allocate the purchase
payment, it will refund the Single Purchase Payment,  less any benefits paid. It
is the  Company's  current  practice to directly  allocate  the Single  Purchase
Payment to the  Sub-Account(s)  (see  "Purchase  Payments and  Contract  Value -
Allocation of Net Purchase Payment") designated by the Contract Owner.
    

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

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

   
Under certain  circumstances,  there is a ten percent  (10%) federal  income tax
penalty that may be applied to the income portion of any  distribution  from the
Contracts.  (See "Tax Status - Tax Treatment of  Distributions  -  Non-Qualified
Contracts" and "Tax Status - Tax Treatment of  Distributions - IRA  Contracts.")
For a further discussion of the taxation of the Contracts, see "Tax Status."

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

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

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


ALLIANZ LIFE VARIABLE ACCOUNT B FEE TABLE*
- --------------------------------------------------------------------------------

CONTRACT OWNER TRANSACTION FEES
NONE
VARIABLE ACCOUNT ANNUAL EXPENSES
(as a percentage of average account value)

Mortality and Expense Risk Charge.....................    1.25%
Administrative Expense Charge.........................     .15%
                                                        --------
Total Variable Account Annual Expenses................    1.40%
   
*Applies to all Sub-Accounts of the Variable Account.
    

The effects of the charges  shown above are  reflected in the  illustrations  of
annuity  income  contained  in the  Appendix on Page 21. The  illustrations  are
intended to assist the  purchaser in assessing  the effects of these charges and
the effect of investment performance on the amount of variable annuity income.

<TABLE>
<CAPTION>

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 by each Fund 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.

                                                                                     MANAGEMENT                  TOTAL
                                                                                      AND FUND         OTHER    ANNUAL
                                                                                ADMINISTRATION FEES1 EXPENSES  EXPENSES
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                     <C>            <C>      <C>  
Money Market Fund2.............................................................         0.51%          0.02%    0.53%
Growth and Income Fund.........................................................         0.49%          0.03%    0.52%
Utility Equity Fund............................................................         0.47%          0.03%    0.50%
Income Securities Fund.........................................................         0.47%          0.04%    0.51%
Rising Dividends Fund..........................................................         0.75%          0.03%    0.78%
Templeton International Equity Fund............................................         0.83%          0.09%    0.92%
Templeton Pacific Growth Fund..................................................         0.90%          0.11%    1.01%
Templeton Global Growth Fund...................................................         0.93%          0.04%     .97%
Templeton Developing Markets Equity Fund.......................................         1.25%          0.16%    1.41%
Templeton Global Asset Allocation Fund3........................................         0.80%          0.10%     .90%
Small Cap Fund4................................................................         0.75%          0.15%    0.90%
Templeton International Smaller Companies Fund5................................         1.00%          0.10%    1.10%
Capital Growth Fund5...........................................................         0.75%          0.04%     .79%
Mutual Discovery Securities Fund6..............................................         0.95%          0.10%    1.05%
Mutual Shares Securities Fund6.................................................         0.75%          0.10%    0.85%
<FN>
1 The  Fund  Administration  Fee is a  direct  expense  for the  Templeton  Global  Asset  Allocation  Fund,  the  Templeton
International  Smaller  Companies Fund, the Mutual Discovery  Securities Fund and the Mutual Shares  Securities Fund; other
Funds pay for 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 actual 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 The Templeton  Global Asset  Allocation  Fund commenced  operations May 1, 1995. The expenses shown are estimated expenses
for the Fund for 1996.
4 The Small Cap Fund commenced operations November 1, 1995. The expenses shown are estimated expenses for the Fund for 1996.
5 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.
6 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>




<PAGE>

<TABLE>
<CAPTION>

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.

   
                                       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
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    $15.889   $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
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     $9.769   $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
    
</TABLE>
<PAGE>

<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 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  and the Mutual  Shares Securities Sub-Accounts had not yet
commenced operations.
*Unit Value at inception was $10.00.
</FN>
    
</TABLE>

<PAGE>

   
The  Accumulation  Unit Value at  inception  was  $10.00  for each  Sub-Account.
Inception  was  1/24/89 for the Growth and Income,  Income  Securities,  Utility
Equity  and  Money  Market  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   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 Contract is provided at the Company's VIP ServiceCenter:
P.O. Box 30343, Tampa, FL 33630-3343, (800) 774-5001.


THE VARIABLE ACCOUNT
- --------------------------------------------------------------------------------

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

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


FRANKLIN VALUEMARK FUNDS
- --------------------------------------------------------------------------------

   
FIFTEEN OF THE TWENTY-THREE FUNDS CURRENTLY AVAILABLE  CONSTITUTING THE FRANKLIN
VALUEMARK FUNDS ARE AVAILABLE UNDER THE CONTRACTS  DESCRIBED IN THIS PROSPECTUS.
Franklin  Valuemark  Funds (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, advisers 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  GROWTH AND INCOME
 Growth and Income Fund
 Income Securities Fund
 Mutual Shares Securities Fund
 Rising Dividends Fund
 Templeton  Global Asset Allocation Fund
 Utility Equity Fund

FUNDS SEEKING CAPITAL GROWTH
 Capital Growth Fund
 Mutual Discovery Securities 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.

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

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 the Single Purchase Payment and the
Variable Account. These charges and deductions are:
    

DEDUCTION FOR MORTALITY AND
EXPENSE RISK CHARGE

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

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

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

The  Mortality  and Expense  Risk  Charge is assessed  both before and after the
Income Date.  The Company will continue to assess the Mortality and Expense Risk
Charge  during  payment  of an  Annuity  Option  that  does not  involve  a life
contingency  even though it no longer bears any  mortality  risk on such payment
obligation.

DEDUCTION FOR ADMINISTRATIVE EXPENSE CHARGE

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

DEDUCTION FOR PREMIUM TAXES

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

DEDUCTION FOR INCOME TAXES

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

DEDUCTION FOR TRUST EXPENSES

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


ANNUITY PROVISIONS
- --------------------------------------------------------------------------------

INCOME DATE

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

ANNUITY OPTIONS

The Contract  provides for an Annuity under any of the Annuity Options described
below,  provided  the  Annuitant  or any Joint  Annuitant is alive on the Income
Date. Except for Annuity Option 6, once selected the Option is irrevocable.  The
amount of each payment  depends upon the Annuity  Option  chosen and for Annuity
Options  1-5,  the  Annuitant's  and any Joint  Annuitant's  Age on the  Annuity
Calculation  Date.  Additionally,  annuity  payments under all Options will vary
with the investment  experience of the  Sub-Accounts of the Variable Account and
may be either higher or lower than the first payment.

The Annuity Options currently available are:

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

Option 2 - Life Annuity with 60, 120, 180, or 240 Monthly  Payments  Guaranteed.
Monthly  annuity  payments  are  paid  during  the life of an  Annuitant  with a
guarantee that if, at the Annuitant's death, annuity payments have been made for
less than a 60, 120, 180 or 240 month period as elected,  then annuity  payments
will  be  continued  thereafter  to the  Beneficiary  for the  remainder  of the
guaranteed  period.  The  Beneficiary  may  elect  to  have  the  present  value
(determined  as set forth in the Contract) of the  guaranteed  annuity  payments
remaining commuted at the Assumed Investment Return and paid in a lump sum, less
the applicable  commutation  fee of 5% of the proceeds in Contract Years 1 and 2
reducing  by 1% per  year  until  it is 1% for  Contract  Year 6 and  thereafter
(subject to applicable state law and  regulation).  The Company will require the
return of the  Contract  and proof of death prior to the payment of any commuted
values.

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

Option 4 - Joint and Last  Survivor  Annuity  with 60,  120,  180 or 240 Monthly
Payments Guaranteed. Monthly annuity payments are paid during the joint lifetime
of the Annuitant and the Joint  Annuitant.  Monthly payments are paid thereafter
during the  remaining  lifetime of the Joint  Annuitant  at 100% of the original
level.  If,  after the  death of both the  Annuitant  and the  Joint  Annuitant,
annuity payments have been made for less than a 60, 120, 180 or 240 month period
as  elected,   then  annuity  payments  will  be  continued  thereafter  to  the
Beneficiary  for the remainder of the guaranteed  period.  The  Beneficiary  may
elect to have the present value (determined as set forth in the Contract) of the
guaranteed  annuity payments  remaining  commuted at the Assumed Investment Rate
and  paid  in a lump  sum,  less  the  applicable  commutation  fee of 5% of the
proceeds  in  Contract  Years 1 and 2 reducing by 1% per year until it is 1% for
Contract Year 6 and thereafter (subject to applicable state law and regulation).
The Company  will require the return of the Contract and proof of death prior to
the payment of any commuted values.

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

Option 6 - Specified Period Certain  Annuity.  Monthly annuity payments are paid
for a specified  period of time. The Specified  Period Certain is elected by the
Contract Owner and must be specified as a whole number of years from 5 to 30. If
at the time of the  death of the last  Annuitant  and any Joint  Annuitant,  the
annuity  payments  actually  made have been for less than the  Specified  Period
Certain,  then annuity payments will be continued  thereafter to the Beneficiary
for the remainder of the Specified Period Certain. OPTION 6 MAY NOT BE AVAILABLE
IN ALL STATES.

After the first Contract Anniversary,  an Option 6 payout can be exchanged for a
life contingent  payout (Options 1-5) if the Total  Withdrawal Value is at least
$25,000  and in the case of a  Non-Qualified  Contract  the  Contract  Owner has
attained age 591/2 and in the case of a Qualified  Contract the exchange is made
after the later of the Contract  Owner  attaining  age 591/2 or 5 years from the
date of the first annuity  payment,  and prior to the year in which the Contract
Owner reaches age 701/2. The annuity purchase rates used will be those that were
in effect as of the  original  Effective  Date of the Option 6  Contract.  A new
Contract will be exchanged for the existing  Contract  which must be returned to
the Company. The Contract  Owner/Annuitant and Joint Annuitant,  if any, must be
the same under both Contracts.

CONTRACT WITHDRAWALS (LIQUIDATIONS)

Annuity Options 2 and 4

If the Contract Owner has selected  Annuity  Option 2 or 4, partial  withdrawals
from the Contract may be made after the first  Contract Year as follows.  During
the lifetime of the  Annuitant(s)  and while the number of annuity payments made
is less than the guaranteed number of payments  elected,  the Contract Owner may
once each Contract Year request a withdrawal  representing a partial liquidation
of the  Total  Withdrawal  Value.  The  Total  Withdrawal  Value is equal to the
present value of the remaining  guaranteed  annuity payments,  to the end of the
period certain, commuted at the Assumed Investment Return less a commutation fee
of 5% of the amount  withdrawn  in Contract  Year 2 and  reducing by 1% per year
until it is 1% for Contract  Year 6 and  thereafter.  The  commutation  fee is a
charge  collected by the Company equal to a percentage  of the Total  Withdrawal
Value  liquidated.  Partial  liquidations  will be processed on the next Annuity
Calculation Date following the Contract Owner's written request. After a partial
liquidation, the subsequent monthly annuity payment during the guaranteed period
certain  will  be  reduced  by the  percentage  of the  Total  Withdrawal  Value
liquidated,  including  the  commutation  fee.  After the  guaranteed  number of
payments  has been paid,  the number of Annuity  Units used in  calculating  the
monthly  payments will be restored to their original value as if no liquidations
had taken  place.  The total  amount  allowed to be  liquidated  as a cumulative
percentage  of the  Total  Withdrawal  Value  cannot  exceed  25%  of the  Total
Withdrawal  Value. The minimum  allowable  partial  liquidation is the lesser of
$2,500 or the remaining  portion of the Total  Withdrawal  Value available to be
liquidated. PARTIAL WITHDRAWALS MAY NOT BE AVAILABLE IN ALL STATES.

Annuity Option 6

   
If the  Contract  Owner has  selected  Annuity  Option 6,  withdrawals  from the
Contract  may be made as  follows.  A  withdrawal  may be made at least once per
Contract  Year up to the  Total  Withdrawal  Value in the  Contract.  The  Total
Withdrawal  Value  is  equal  to the  present  value  of the  remaining  annuity
payments,  to the end of the Specified  Period Certain,  commuted at the Assumed
Investment  Return,  less a commutation fee of 1% of the amount withdrawn in the
first Contract Year. The Company  reserves the right to restrict the amount of a
partial  withdrawal  to a minimum of $2,500.  The Company may require a complete
withdrawal if the remaining  Total  Withdrawal  Value after a requested  partial
withdrawal would be less than $35,000.  Partial withdrawals will be processed on
the next  Annuity  Calculation  Date  following  the  Contract  Owner's  written
request.  The  Company  will  require  the return of the  Contract  prior to the
payment of the entire commuted value.
    

See "Tax Status - Tax Treatment of Distributions - Non-Qualified  Contracts" and
"Tax Status - Tax Treatment of  Distributions  - IRA Contracts" for a discussion
of the tax treatment of withdrawals from the Contracts.

DETERMINATION OF ANNUITY PAYMENTS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


THE CONTRACTS
- --------------------------------------------------------------------------------

OWNERSHIP

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

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

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

ASSIGNMENT

The Contract  Owner may assign the Contract.  A copy of any  assignment  must be
filed with the Company's VIP Service Center.  The Company is not responsible for
the  validity of any  assignment.  If the  Contract is  assigned,  the  Contract
Owner's  rights and those of any  revocably-named  person will be subject to the
assignment.  An assignment  will not affect any payments the Company may make or
actions it may take before such  assignment has been recorded at its VIP Service
Center.

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

BENEFICIARY

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

CHANGE OF BENEFICIARY

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

DEATH OF BENEFICIARY

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

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

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

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

ANNUITANT

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


PROCEEDS PAYABLE AT DEATH
- --------------------------------------------------------------------------------

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

If the Contract  Owner has chosen  either  Option 3, Option 4 or Option 6 with a
Joint Annuitant and either the Contract Owner or the Joint Annuitant dies before
the Income Date, the Annuity Option will be changed to Option 2 with 120 monthly
payments  guaranteed.  If the life  expectancy  of the survivor is less than 120
months, the period of guaranteed payments will be 60 months.

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


PURCHASE PAYMENTS AND CONTRACT VALUE
- --------------------------------------------------------------------------------

SINGLE PURCHASE PAYMENT

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

NET PURCHASE PAYMENT

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

ALLOCATION OF NET PURCHASE PAYMENT

   
The Net Purchase  Payment is allocated to one or more of the Sub-Accounts of the
Variable  Account on the  Effective  Date.  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 requested allocation to each Sub-Account is made in
percentages of the Net Purchase Payment. Whole percentages must be used and each
must be at least 10%.  The Company has the right to  allocate  the Net  Purchase
Payment to the Money Market  Sub-Account  until the  expiration of the Free-Look
Period.  Thereafter,  the  allocations  will  be  made  to  one or  more  of the
Sub-Accounts as selected by the Contract Owner.  The Company  reserves the right
to limit the number of  Sub-Accounts  that a Contract Owner may invest in at any
one time (except in Texas).  Currently,  the Contract Owner may initially select
up to  nine  Sub-Accounts,  and  may  only  be  invested  in a  maximum  of  ten
Sub-Accounts at any one time throughout the life of the Contract.
    

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

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

CONTRACT VALUE

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

VIP UNIT

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

    a.  is the net result of

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

   
        2) the  cumulative  charge or credit for taxes  reserved  which is
           determined by the Company to have resulted from the operation of the
           Sub-Account;
    

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

    c.  is the number of VIP Units outstanding at the end of such Valuation
        Period.

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

TRANSFERS

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

   
Neither the Variable Account nor the Trust 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.
    

All transfers are subject to the following:

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

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

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

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

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


DISTRIBUTOR
- --------------------------------------------------------------------------------

   
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
at the time of purchase up to 4% of the Single Purchase Payment.  Broker-dealers
are also paid a trail  commission  of up to 40 basis  points  on the net  single
premium  reserve  for  the  Contract.   The  Company,   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 4%
of the Single Purchase  Payment).  Amounts paid to broker-dealers by the Company
will be paid out of general  assets of the Company  which may  include  proceeds
derived from the Mortality and Expense Risk Charge the Company  deducts from the
Variable Account.  In addition under certain  circumstances,  the Company and/or
Advisers or certain of its affiliates,  under a marketing support agreement with
NFP, may pay certain sellers for other services not directly related to the sale
of the Contracts such as special marketing support allowances.
    

DELAY OF PAYMENTS

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

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

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

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

4.  during any other period when the  Securities  and  Exchange  Commission,  by
    order,  so permits for the  protection  of Contract Owners.

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


ADMINISTRATION OF THE CONTRACTS
- --------------------------------------------------------------------------------

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


PERFORMANCE DATA
- --------------------------------------------------------------------------------

MONEY MARKET SUB-ACCOUNT

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

OTHER SUB-ACCOUNTS

   
From time to time,  the 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 VIP 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  VIP  Units  acquired  through  a  hypothetical  $1,000
investment of the VIP Unit value at the  beginning of the  specified  period and
the value of the VIP Unit at the end of such period,  assuming  reinvestment  of
all distributions and the deduction of the Mortality and Expense Risk Charge and
the  Administrative   Expense  Charge.   Each  Sub-Account  may  also  advertise
cumulative and total return information over different periods of time.
    

       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  monthly  income which  assumes the  deduction of the Mortality and
Expense Risk Charge, the Administrative Expense Charge and the fees and expenses
that the Public Funds paid.  This  hypothetical  illustration  shows how annuity
income can fluctuate based on investment performance assuming a Contract with an
Assumed  Investment  Return ("AIR") of 5%,  providing an initial monthly annuity
income of $500, was purchased at the beginning of each period  illustrated.  The
hypothetical  performance  figures 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 advertising and sales  literature to the performance of other
variable annuity issuers in general or to the performance of particular types of
variable  annuities  investing in mutual  funds,  or series of mutual funds with
investment  objectives  similar  to each  of the  Sub-Accounts  of the  Variable
Account or indices. Lipper Analytical Services, Inc. ("Lipper") and the Variable
Annuity  Research and Data Service  ("VARDS")  are  independent  services  which
monitor  and rank the  performance  of variable  annuity  issuers in each of the
major categories of investment objectives on an industry-wide basis.

Lipper's  rankings  include  variable  life issuers as well as variable  annuity
issuers.  VARDS rankings compare only variable annuity issuers.  The performance
analyses  prepared  by Lipper and VARDS rank such  issuers on the basis of total
return,  assuming reinvestment of distributions,  but do not take sales charges,
redemption fees or certain expense deductions at the separate account level into
consideration.  In  addition,  VARDS  prepares  risk  adjusted  rankings,  which
consider  the effects of market risk on total return  performance.  This type of
ranking  may address the  question as to which funds  provide the highest  total
return with the least  amount of risk.  Other  ranking  services  may be used as
sources of performance comparison, such as CDA/Weisenberger and Morningstar.


TAX STATUS
- --------------------------------------------------------------------------------

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

GENERAL

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

For annuity payments,  the portion of a payment  includable in income equals the
excess of the  payment  over the  exclusion  amount.  The  exclusion  amount for
payments  based on a variable  annuity  option is  determined  by  dividing  the
investment in the Contract (adjusted for any period certain or refund guarantee)
by the number of years over which the annuity is expected to be paid (determined
by Treasury Regulations). Payments received after the investment in the Contract
has  been  recovered  (i.e.  the  total  of the  excludable  amounts  equal  the
investment in the Contract) are fully taxable. The taxable portion of an annuity
payment is taxed at ordinary income rates.  For certain types of Qualified Plans
there may be no cost basis in the  Contract  within the meaning of Section 72 of
the Code.  Contract  Owners,  Annuitants and  Beneficiaries  under the Contracts
should  seek  competent  financial  advice  about  the tax  consequences  of any
distributions.

The Company is taxed as a life  insurance  company  under the Code.  For federal
income tax  purposes,  the  Variable  Account is not a separate  entity from the
Company, and its operations form a part of the Company.

DIVERSIFICATION

Section  817(h) of the Code  imposes  certain  diversification  standards on the
underlying  assets of  variable  annuity  contracts.  The Code  provides  that a
variable  annuity  contract  will not be treated as an annuity  contract for any
period (and any subsequent  period) for which the investments are not adequately
diversified  in  accordance  with  regulations  prescribed  by the United States
Treasury Department ("Treasury Department"). Disqualification of the Contract as
an annuity  contract would result in the imposition of federal 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

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

TAX TREATMENT OF DISTRIBUTIONS -
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  includable 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 and his Beneficiary;  (e) as an annuity payment
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 Distributions -IRA Contracts.")
    

The availability of total or partial  withdrawals  from an immediate  annuity is
not  expressly  provided for in the Code or Treasury  Regulations.  The only tax
guidance  currently  available for such issue is a Private Letter Ruling holding
that the right to make  withdrawals  does not prevent a contract from qualifying
as an immediate annuity. However, the Private Letter Ruling does not address the
issue of whether the making of a withdrawal would adversely affect the favorable
tax treatment of annuity  payments made before or after such partial  withdrawal
because  of  the  requirement  that  all  immediate  annuity  payments  must  be
"substantially  equal".  The loss of favorable tax treatment would mean that the
income  portion  of  each  annuity  payment  received  prior  to the  taxpayer's
attaining  age 591/2  would be  subject  to a 10%  penalty  tax  unless  another
exception to the penalty tax applies.  While the Company currently believes that
such  withdrawals  will not  adversely  affect the  favorable  tax  treatment of
annuity  payments  received before or after a withdrawal and the Company intends
to perform its tax reporting  functions  accordingly,  there can be no assurance
that the Internal  Revenue Service will not take a contrary  position.  Contract
Owners  should  obtain  competent  tax advice prior to making a partial or total
withdrawal.

QUALIFIED PLANS

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

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

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

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

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

TAX TREATMENT OF DISTRIBUTIONS - IRA 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 IRA Contracts.  To
the extent  amounts are not  includible  in gross income  because they have been
rolled over to an IRA or to another eligible qualified plan, no tax penalty will
be imposed. The tax penalty will not apply to the following  distributions:  (a)
if distribution is made on or after the date on which the Annuitant  reaches age
591/2; (b) distributions following the death or disability of the Annuitant (for
this  purpose  disability  is as defined in Section  72(m)(7) of the Code);  (c)
distributions that are part of a series of substantially equal periodic payments
made not less frequently than annually for the life (or life  expectancy) of the
Annuitant or the joint lives (or joint life  expectancies)  of the Annuitant and
his or her designated Beneficiary. If the series of substantially equal periodic
payments is modified before the later of the annuitant  attaining age 591/2 or 5
years from the date of the first annuity  payment,  then the tax for the year of
the  modification  is  increased  by an amount equal to the tax which would have
been imposed (the 10% penalty tax) but for the exception,  plus interest for the
tax years in which the  exception was used. A partial  withdrawal  may result in
the  modification  of the series of annuity  payments made after such withdrawal
and therefore could result in the imposition of the 10% penalty tax and interest
for the period as described above. Competent tax advice should be obtained prior
to making any withdrawals  from an IRA Contract.  Any amounts  distributed  will
only be paid to the Annuitant, Joint Annuitant or Beneficiary.  The Company will
not transfer or pay such amounts to another IRA or tax qualified plan.

   
Generally,  distributions from an IRA Contract must commence no later than April
1 of the calendar  year,  following  the year in which the employee  attains age
701/2. Generally, 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 TREATMENT OF ASSIGNMENTS

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

INCOME TAX WITHHOLDING

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


FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

   
Audited  consolidated  financial statements of the Company and audited financial
statements  of the  Variable  Account as of 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    A     - ILLUSTRATION OF VALUES
- --------------------------------------------------------------------------------

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

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

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

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

The income amounts shown reflect the deduction of all fees and expenses.  Actual
Trust  fees and  expenses  will vary from year to year and from Fund to Fund and
may thus be higher or lower than the assumed rate. The illustrations assume that
each Fund of the Trust will  incur  expenses  at an annual  rate of 0.76% of the
average daily net assets of the Fund.  This is the average in 1995,  weighted by
Fund net assets as of  12/31/95.  The  Mortality  and  Expense  Risk  Charge and
Administrative  Expense Charge are  calculated,  in the aggregate,  at an annual
rate of 1.40% of the average  daily net assets of the  Variable  Account.  After
taking these  expenses and charges into  consideration,  the  illustrated  gross
investment  returns  of 0%, 6% and 12% are  approximately  equal to net rates of
- -2.14%, 3.73% and 9.60%, respectively.

<PAGE>
<TABLE>
<CAPTION>
                                                                                                                         
                             VALUEMARK INCOME PLUS ILLUSTRATION

ANNUITANT:               John Doe                   ANNUITY PURCHASE AMOUNT:    $100,000
DATE OF BIRTH:           1/1/27                     EFFECTIVE DATE:              12/1/96
ANNUITY INCOME OPTION:   Single Life Annuity        FIRST ANNUITY INCOME DATE:   1/1/97
PREMIUM TAX:             0%                         FREQUENCY OF ANNUITY INCOME: Monthly
                                                    ASSUMED INVESTMENT RETURN:   3%

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

                                      MONTHLY ANNUITY PAYMENTS

                                Annual rate of return before expenses:       0%        6%        12%
Annuity Income Date      Age    Annual rate of return after expenses:    -2.14%     3.73%      9.60%
- --------------------    ----    --------------------------------------   -------   -------   -------
<S>                     <C>     <C>                                      <C>       <C>       <C>  
January 1, 1997          70                                                $622      $625     $  628
January 1, 1998          71                                                 591       629        668
January 1, 1999          72                                                 561       634        711
January 1, 2000          73                                                 533       638        757
January 1, 2001          74                                                 507       643        805
January 1, 2006          79                                                 392       666      1,099
January 1, 2011          84                                                 304       690      1,499
January 1, 2016          89                                                 235       715      2,045
January 1, 2021          94                                                 182       741      2,790
</TABLE>


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


<TABLE>
<CAPTION>

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

                          Monthly Payment Amount
         ______________________________________________________
            -2.14%               3.73%              9.60%
          Annual Rate         Annual Rate        Annual Rate
           of Return           of Return          of Return
         After Expenses      After Expenses     After Expenses
Year
_____   ________________    ________________    _______________
<S>     <C>                 <C>                 <C>
1       $        622        $        625                628
2                591                 629                668
3                561                 634                711
4                533                 638                757
5                507                 643                805
6                481                 647                857
7                457                 652                912
8                435                 657                970
9                413                 661              1,032
10               392                 666              1,099
11               373                 671              1,169
12               354                 675              1,244
13               336                 680              1,324
14               320                 685              1,409
15               304                 690              1,499
16               288                 695              1,595
17               274                 700              1,697
18               260                 705              1,806
19               247                 710              1,922
20               235                 715              2,045
21               223                 720              2,176
22               212                 725              2,316
23               202                 730              2,464
24               192                 735              2,622
25               182                 741              2,790
</TABLE>
<PAGE>


<TABLE>
<CAPTION>
                             VALUEMARK INCOME PLUS ILLUSTRATION

ANNUITANT:               John Doe                   ANNUITY PURCHASE AMOUNT:    $100,000
DATE OF BIRTH:           1/1/27                     EFFECTIVE DATE:              12/1/96
ANNUITY INCOME OPTION:   Single Life Annuity        FIRST ANNUITY INCOME DATE:   1/1/97
PREMIUM TAX:             0%                         FREQUENCY OF ANNUITY INCOME: Monthly
                                                    ASSUMED INVESTMENT RETURN:   5%


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

                                       MONTHLY ANNUITY PAYMENTS
                                Annual rate of return before expenses:       0%        6%        12%
Annuity Income Date     Age     Annual rate of return after expenses:    -2.14%     3.73%      9.60%
- --------------------    ----    --------------------------------------   -------   -------   -------
<S>                     <C>     <C>                                      <C>       <C>       <C>  
January 1, 1997         70                                               $738      $741      $ 745
January 1, 1998         71                                                687       732        778
January 1, 1999         72                                                641       724        812
January 1, 2000         73                                                597       715        847
January 1, 2001         74                                                557       706        884
January 1, 2006         79                                                391       664      1,096
January 1, 2011         84                                                275       625      1,358
January 1, 2016         89                                                193       588      1,683
January 1, 2021         94                                                136       554      2,086
</TABLE>



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

<TABLE>
<CAPTION>

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

                         Monthly Payment Amount
        _______________________________________________________
           -2.14%               3.73%               9.60%
         Annual Rate         Annual Rate         Annual Rate
          of Return           of Return           of Return
        After Expenses      After Expenses      After Expenses
Year
_____  ________________    ________________    ________________
<C>    <C>                 <C>                 <C>         
1      $        738        $        741        $        745
2               687                 732                 778
3               641                 724                 812
4               597                 715                 847
5               557                 706                 884
6               519                 698                 923
7               483                 689                 964
8               451                 681               1,006
9               420                 673               1,050
10              391                 664               1,096
11              365                 656               1,144
12              340                 648               1,194
13              317                 641               1,247
14              295                 633               1,301
15              275                 625               1,358
16              256                 618               1,418
17              239                 610               1,480
18              223                 603               1,545
19              208                 596               1,613
20              193                 588               1,683
21              180                 581               1,757
22              168                 574               1,834
23              157                 567               1,914
24              146                 560               1,998
25              136                 554               2,086
</TABLE>
<PAGE>


   
APPENDIX B
- --------------------------------------------------------------------------------

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.

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 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.

Part 3 illustrates  hypothetical monthly income based on past performance of the
Public Funds and the deduction of all current recurring expenses of the Separate
Account,  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 annuity
income  shown.  This  hypothetical  illustration  shows how  annuity  income can
fluctuate  based on investment  performance  assuming a Contract with an Assumed
Investment  Return ("AIR") of 5%, providing an initial monthly annuity income of
$500, was purchased at the beginning of each period illustrated.  Annuity income
increases for a given month if the  annualized Net Rate of Return for that month
is higher than the AIR, and  decreases for a given month if the  annualized  Net
Rate of Return is lower than the AIR.

The Purchase  Payment  necessary for an initial  monthly  annuity income of $500
will vary depending on the age of the Annuitant (and Joint  Annuitant,  if any),
the annuity  income option  chosen and the first Income Date.  Suppose a 70 year
old who lives in a state that does not charge a premium  tax wishes to  purchase
$500 of initial monthly variable annuity income beginning on the Income Date. If
there is no Joint Annuitant and no guarantee period and he chooses a 5% AIR, the
Purchase Payment needed would be $69,659.

Past performance cannot predict or guarantee future results of the New Valuemark
funds. In addition,  the investment  performance of the New Valuemark funds 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.


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.
    

<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 Illustration of Monthly Income (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..........................      $556        --         --         $829    12/31/92
            Mutual Shares Securities
             Sub-Account..........................      $533       $813      $1,060        --      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 Income ..................................    4
Annuity Provisions ...............................    4
 Variable Annuity Payout .........................    4
Financial Statements..............................    4
    
</TABLE>


                      This page intentionally left blank
<PAGE>
      
                                     PART B


                       STATEMENT OF ADDITIONAL INFORMATION

   
                              INDIVIDUAL IMMEDIATE
                           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  IMMEDIATE  VARIABLE
ANNUITY CONTRACTS WHICH ARE REFERRED TO HEREIN.

THE PROSPECTUS  CONCISELY  SETS FORTH  INFORMATION  THAT A PROSPECTIVE  INVESTOR
OUGHT TO KNOW BEFORE INVESTING. FOR A COPY OF THE PROSPECTUS,  CALL OR WRITE THE
COMPANY AT: 1750 Hennepin Avenue, Minneapolis, MN 55403-2195, (800) 542-5427.

   
THIS STATEMENT OF ADDITIONAL  INFORMATION  AND THE PROSPECTUS ARE DATED NOVEMBER
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 Income .................................     4
Annuity Provisions ..............................     4
 Variable Annuity Payout ........................     4
Financial Statements ............................     4
</TABLE>
                                                                   VIP 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.
    

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 a VIP 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
VIP 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 and the fees of the Funds being advertised.

The hypothetical value of a Contract purchased for the time periods described in
the advertisement  will be determined by using the actual VIP Unit Values for an
initial  $1,000  purchase  payment.  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
where:
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  cumulative  and total return  information  over
different  periods of time.  Cumulative  total return is calculated in a similar
manner as described above except that the results are not annualized.

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,  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 VIP Unit for a
particular  period of time (generally  seven days).  The return is determined by
dividing the net change  (exclusive of any capital  changes) in such VIP Unit by
its beginning  value,  and then  multiplying  it by 365/7 to get the  annualized
current yield.  The  calculation of net change  reflects the value of additional
shares  purchased  with the dividends paid by the Fund, and the deduction of the
Mortality and Expense Risk Charge and the Administrative Expense Charge.     
<PAGE>

The  effective  yield  reflects the effects of  com-pounding  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
VIP Unit earned  during the period  (minus the  deduction  for the Mortality and
Expense Risk Charge and Administrative  Expense Charge) by the VIP Unit Value on
the last day of the period and  annualizing the resulting  figure,  according to
the following formula:

                          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 VIP Units outstanding during the period;
d = the maximum offering price per VIP 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.  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.


<TABLE>
<CAPTION>
Standardized Total Return
Average Annual Total Return for the periods ended June 30, 1996
                                                                          Inception     One        Five      Since
Sub-Account                                                                 Date        Year       Year    Inception
- --------------------------------------------------------------------------------------------------------------------
<S>                                                                       <C>          <C>        <C>       <C>
Capital Growth.........................................................     5/1/96       NA         NA         NA
Growth and Income......................................................    1/24/89     20.05%     11.53%      8.34%
Income Securities......................................................    1/24/89     12.05%     11.13%     10.09%
Money Market...........................................................    1/24/89      3.91%      2.60%      3.72%
Rising Dividends.......................................................    1/27/92     20.62%       NA        6.67%
Small Cap..............................................................    11/1/95       NA         NA         NA
Templeton Developing Markets Equity....................................    3/15/94     13.97%       NA        4.36%
Templeton Global Asset Allocation......................................     5/1/95     12.74%       NA       11.73%
Templeton Global Growth................................................    3/15/94     14.96%       NA       10.13%
Templeton International Equity.........................................    1/27/92     13.74%       NA        9.25%
Templeton International Smaller Companies..............................     5/1/96       NA         NA         NA
Templeton Pacific Growth...............................................    1/27/92     16.64%       NA        9.89%
Utility Equity.........................................................    1/24/89     20.00%     10.21%      9.98%

<FN>
As of June 30, 1996, the Mutual Discovery Securities  Sub-Account and the Mutual
 Shares Securities Sub-Account had not yet commenced operations.
</FN>
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
Non-Standardized Total Return
Total Return for the periods ended June 30, 1996
                                                             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%
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%
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 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%
Utility Equity......................   1/24/89   20.00%     5.25%   10.21%     9.98%    16.59%    62.61%    102.87%

<FN>
As of June 30, 1996, the Mutual Discovery Securities  Sub-Account and the Mutual
 Shares Securities Sub-Account had not yet commenced operations.
</FN>
</TABLE>

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

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 Income

   
Periodic  annuity  income  amounts  may  be  illustrated  using  the  historical
performance of the Sub-Accounts, the Standard & Poor's 500 Composite Stock Price
Index or other recognized  investment  benchmark  portfolios.  All illustrations
will  reflect the 1.25% annual  Mortality  and Expense Risk Charge and the 0.15%
Administrative Expense Charge and actual or assumed Fund expenses.     

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

Variable Annuity Payout

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

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

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

3. The total dollar amount of each Variable  Annuity  variable payout is the sum
of all Sub-Account Variable Annuity payments.

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 Immediate Variable Annuity Contract****
           5.  Application for Individual Immediate Variable Annuity   ##    
           6.  (i)  Copy of Articles of Incorporation of the Company#
               (ii) Copy of the Bylaws of the Company#
           7.  Not Applicable
           8.  Form of Fund Participation Agreement   ##    
           9.  Opinion and Consent of Counsel
          10.  Independent Auditors' Consent
          11.  Not Applicable
          12.  Not Applicable
          13.  Calculation of Performance Information
          14.  Company Organizational Chart***
          27.  Financial Data Schedule

    *  Incorporated by reference to Pre-Effective Amendment No. 1 to
       Registrant's Form N-4 filed on September 20, 1988 (File No. 811-05618).
   **  Incorporated by reference to Post-Effective Amendment No. 3 to
       Registrant's Form N-4 filed on April 27, 1990 (File No. 811-05618).
  ***  Incorporated by reference to Post-Effective Amendment No. 12 to
       Registrant's Form N-4 filed on February 23, 1994 (File No. 811-05618).
 ****  Incorporated by reference to Registrant's Form N-4 filed on March 8,
       1994 (File No. 33-76190).
*****  Incorporated by reference to Registrant's Post-Effective Amendment No.
       1 to Form N-4 filed on April 25, 1995 (File No. 33-76190).
    #  Incorporated by reference to Registrant's Post-Effective Amendment No.
       2 to Form N-4 which was electronically filed on November 1, 1995.
   ##  Incorporated by reference to Registrant's Post-Effective Amendment No.
       3 to Form N-4 which was electronically filed on April 24, 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          
Novato, CA 94998             

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

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

Dr. Gerhard Rupprecht        Director
Reinsburgstrasse 17
D - 70178
Stuttgart, Germany

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

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

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

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

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

James R. Campbell            Director
c/o 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. 9 to Form N-4 as filed on April 30, 1993 (File
No. 811-05618).

Item 27.   Number of Contract Owners

   
As of August  31,  1996,  there  were 96  qualified  Contract  Owners  and 49
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>

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

James P. Kelso          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

Edward J. Bonach        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
    

</TABLE>

     c.  Not Applicable

Item 30.   Location of Accounts and Records

Thomas Clifford, whose address is 1750 Hennepin Avenue, Minneapolis,  Minnesota,
maintains  physical  possession  of the  accounts,  books  or  documents  of the
Variable  Account  required to be maintained by Section 31(a) of the  Investment
Company Act of 1940, as amended, and the rules promulgated thereunder.

Item 31.   Management Services

Not Applicable

Item 32.   Undertakings

     a. Registrant hereby undertakes to file a post-effective  amendment to this
registration  statement as frequently as is necessary to ensure that the audited
financial  statements in the registration  statement are never more than 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.    

<TABLE>

<CAPTION>

<S>                                    <C>
                                       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


                                  By:  /s/ ALAN A. GROVE
                                       ------------------------------


</TABLE>

<TABLE>
<CAPTION>
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
<S>                      <C>                      <C>
Lowell C. Anderson*      Chairman of the Board,
Lowell C. Anderson       President and Chief      11/05/96
                         Executive Officer           Date

Herbert F. Hansmeyer*    Director                 11/05/96
Herbert F. Hansmeyer                                 Date

Michael P. Sullivan*     Director                 11/05/96
Michael P. Sullivan                                  Date

Dr. Jerry E. Robertson*  Director                 11/05/96
Dr. Jerry E. Robertson                               Date

Dr. Gerhard Rupprecht*   Director                 11/05/96
Dr. Gerhard Rupprecht                                Date

Edward J. Bonach*        Chief Financial Officer  11/05/96
Edward J. Bonach                                     Date

Rev. Dennis J. Dease*    Director                 11/05/96
Rev. Dennis J. Dease                                 Date

James R. Campbell*       Director                 11/05/96
James R. Campbell                                    Date


                         * By /s/ ALAN A. GROVE
                              ---------------------
                              Attorney-in-Fact

</TABLE>





                                   EXHIBITS

                                      TO

                       POST-EFFECTIVE AMENDMENT NO.    4    

                                      TO

                                   FORM N-4

                       ALLIANZ LIFE VARIABLE ACCOUNT B

               ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA




                             INDEX TO EXHIBITS



Exhibit                                                      Page

   
99.B9   Opinion and Consent of Counsel

99.B10  Independent Auditors' Consent

99.B13  Calculation of Performance Information

27      Financial Data Schedule    

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

October 24, 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  Immediate
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 TEMPLETON VALUEMARK INCOME PLUS
                                                    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    Current Value                                 18.14157976       0.000     66.172     1,200.46
Cumulative and Avg. Annual Total Return                                                           20.05% A

                                             Income Securities
6-30-95    Purchase                      $1,000.00      $18.24244923      54.817     54.817    $1,000.00
6-30-96    Current Value                                 20.44085417       0.000     54.817     1,120.51
Cumulative and Avg. Annual Total Return                                                           12.05% A

                                               Money Market
6-30-95    Purchase                      $1,000.00      $12.62219925      79.225     79.225    $1,000.00
6-30-96    Current Value                                 13.11596925       0.000     79.225     1,039.12
Cumulative and Avg. Annual Total Return                                                            3.91% A

                                             Rising Dividends
6-30-95    Purchase                      $1,000.00      $11.03504909      90.620     90.620    $1,000.00
6-30-96    Current Value                                 13.31084899       0.000     90.620     1,206.23
Cumulative and Avg. Annual Total Return                                                           20.62% A

                                    Templeton Developing Markets Equity
6-30-95    Purchase                      $1,000.00       $9.67842440     103.323    103.323    $1,000.00
6-30-96    Current Value                                 11.03044915       0.000    103.323     1,139.69
Cumulative and Avg. Annual Total Return                                                           13.97% A

                                     Templeton Global Asset Allocation
6-30-95    Purchase                      $1,000.00      $10.09661646      99.043     99.043    $1,000.00
6-30-96    Current Value                                 11.38243612       0.000     99.043     1,127.35
Cumulative and Avg. Annual Total Return                                                           12.74% A

                                          Templeton Global Growth
6-30-95    Purchase                      $1,000.00      $10.85475264      92.126     92.126    $1,000.00
6-30-96    Current Value                                 12.47898971       0.000     92.126     1,149.63
Cumulative and Avg. Annual Total Return                                                           14.96% A

                                      Templeton International Equity
6-30-95    Purchase                      $1,000.00      $13.00465580      76.896     76.896    $1,000.00
6-30-96    Current Value                                 14.79181647       0.000     76.896     1,137.42
Cumulative and Avg. Annual Total Return                                                           13.74% A

                                         Templeton Pacific Growth
6-30-95    Purchase                      $1,000.00      $13.01539431      76.832     76.832    $1,000.00
6-30-96    Current Value                                 15.18114534       0.000     76.832     1,166.40
Cumulative and Avg. Annual Total Return                                                           16.64% A

                                              Utility Equity
6-30-95    Purchase                      $1,000.00      $16.90593418      59.151     59.151    $1,000.00
6-30-96    Current Value                                 20.28737569       0.000     59.151     1,200.02
Cumulative and Avg. Annual Total Return                                                           20.00% A
<FN>
A = (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    Current Value                                13.00069386        0.000     77.653     1,009.54
6-30-95    Current Value                                15.11222373        0.000     77.653     1,173.50
6-30-96    Current Value                                18.14157976        0.000     77.653     1,408.74
Cumulative Total Return                                                                           40.87% A
Average Annual Total Return                                                                       12.10% B

                                             Income Securities
6-30-93    Purchase                     $1,000.00      $16.65047647       60.058     60.058    $1,000.00
6-30-94    Current Value                                16.57666096        0.000     60.058       995.57
6-30-95    Current Value                                18.24244923        0.000     60.058     1,095.61
6-30-96    Current Value                                20.44085417        0.000     60.058     1,227.64
Cumulative Total Return                                                                           22.76% A
Average Annual Total Return                                                                        7.08% B

                                               Money Market
6-30-93    Purchase                     $1,000.00      $11.99714210       83.353     83.353    $1,000.00
6-30-94    Current Value                                12.16194540        0.000     83.353     1,013.74
6-30-95    Current Value                                12.62219925        0.000     83.353     1,052.10
6-30-96    Current Value                                13.11596925        0.000     83.353     1,093.26
Cumulative Total Return                                                                            9.33% A
Average Annual Total Return                                                                        3.02% B

                                             Rising Dividends
6-30-93    Purchase                     $1,000.00      $10.22323737       97.816     97.816    $1,000.00
6-30-94    Current Value                                 9.72901110        0.000     97.816       951.66
6-30-95    Current Value                                11.03504909        0.000     97.816     1,079.41
6-30-96    Current Value                                13.31084899        0.000     97.816     1,302.02
Cumulative Total Return                                                                           30.20% A
Average Annual Total Return                                                                        9.20% B


                                      Templeton International Equity
6-30-93    Purchase                     $1,000.00      $10.02709125       99.730     99.730    $1,000.00
6-30-94    Current Value                                12.19803663        0.000     99.730     1,216.51
6-30-95    Current Value                                13.00465580        0.000     99.730     1,296.95
6-30-96    Current Value                                14.79181647        0.000     99.730     1,475.19
Cumulative Total Return                                                                           47.52% A
Average Annual Total Return                                                                       13.84% B

                                         Templeton Pacific Growth
6-30-93    Purchase                     $1,000.00      $10.89039681       91.824     91.824    $1,000.00
6-30-94    Current Value                                13.26191976        0.000     91.824     1,217.76
6-30-95    Current Value                                13.01539431        0.000     91.824     1,195.13
6-30-96    Current Value                                15.18114534        0.000     91.824     1,393.99
Cumulative Total Return                                                                           39.40% A
Average Annual Total Return                                                                       11.71% B

                                              Utility Equity
6-30-93    Purchase                     $1,000.00      $17.40075723       57.469     57.469    $1,000.00
6-30-94    Current Value                                14.39814174        0.000     57.469       827.44
6-30-95    Current Value                                16.90593418        0.000     57.469       971.56
6-30-96    Current Value                                20.28737569        0.000     57.469     1,165.89
Cumulative Total Return                                                                           16.59% A
Average Annual Total Return                                                                        5.25% B
<FN>
A = (Accumulated Value as of June 30, 1996 - Accum. Value at Purch.)/Accum. Value at Purch.
B = [(A+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    Current Value                                11.40531634        0.000     95.108     1,084.74
6-30-93    Current Value                                12.87788053        0.000     95.108     1,224.79
6-30-94    Current Value                                13.00069386        0.000     95.108     1,236.47
6-30-95    Current Value                                15.11222373        0.000     95.108     1,437.30
6-30-96    Current Value                                18.14157976        0.000     95.108     1,725.41
Cumulative Total Return                                                                           72.54% A
Average Annual Total Return                                                                       11.53% B

                                Income Securities
6-30-91    Purchase                     $1,000.00      $12.05870281       82.928     82.928    $1,000.00
6-30-92    Current Value                                14.82244660        0.000     82.928     1,229.19
6-30-93    Current Value                                16.65047647        0.000     82.928     1,380.79
6-30-94    Current Value                                16.57666096        0.000     82.928     1,374.66
6-30-95    Current Value                                18.24244923        0.000     82.928     1,512.80
6-30-96    Current Value                                20.44085417        0.000     82.928     1,695.11
Cumulative Total Return                                                                           69.51% A
Average Annual Total Return                                                                       11.13% B

                                  Money Market
6-30-91    Purchase                     $1,000.00      $11.53755190       86.673     86.673    $1,000.00
6-30-92    Current Value                                11.85545160        0.000     86.673     1,027.55
6-30-93    Current Value                                11.99714210        0.000     86.673     1,039.83
6-30-94    Current Value                                12.16194540        0.000     86.673     1,054.12
6-30-95    Current Value                                12.62219925        0.000     86.673     1,094.01
6-30-96    Current Value                                13.11596925        0.000     86.673     1,136.81
Cumulative Total Return                                                                           13.68% A
Average Annual Total Return                                                                        2.60% B

                                 Utility Equity
6-30-91    Purchase                     $1,000.00      $12.47645987       80.151     80.151    $1,000.00
6-30-92    Current Value                                14.85824515        0.000     80.151     1,190.90
6-30-93    Current Value                                17.40075723        0.000     80.151     1,394.69
6-30-94    Current Value                                14.39814174        0.000     80.151     1,154.02
6-30-95    Current Value                                16.90593418        0.000     80.151     1,355.03
6-30-96    Current Value                                20.28737569        0.000     80.151     1,626.05
Cumulative Total Return                                                                           62.61% A
Average Annual Total Return                                                                       10.21% B

<FN>
A = (Accumulated Value as of June 30, 1996 - Accum. Value at Purch.)/Accum. Value at Purch.
B = [(A+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    Current Value                                 10.15737732       0.000    100.000     1,015.74
Cumulative Total Return                                                                            1.57% A
Average Annual Total Return                                                                           NA B

                                             Growth and Income
1-24-89    Purchase                      $1,000.00      $10.00000000     100.000    100.000    $1,000.00
1-24-90    Current Value                                  9.60621064       0.000    100.000       960.62
1-24-91    Current Value                                 10.04911751       0.000    100.000     1,004.91
1-24-92    Current Value                                 12.19460473       0.000    100.000     1,219.46
1-24-93    Current Value                                 12.76781499       0.000    100.000     1,276.78
1-24-94    Current Value                                 14.16249217       0.000    100.000     1,416.25
1-24-95    Current Value                                 13.34952631       0.000    100.000     1,334.95
1-24-96    Current Value                                 17.36302808       0.000    100.000     1,736.30
6-30-96    Current Value                                 18.14157976       0.000    100.000     1,814.16
Cumulative Total Return                                                                           81.42% A
Average Annual Total Return                                                                        8.34% B

                                             Income Securities
1-24-89    Purchase                      $1,000.00      $10.00000000     100.000    100.000    $1,000.00
1-24-90    Current Value                                 10.71309911       0.000    100.000     1,071.31
1-24-91    Current Value                                  9.95244729       0.000    100.000       995.24
1-24-92    Current Value                                 14.03346495       0.000    100.000     1,403.35
1-24-93    Current Value                                 15.41432935       0.000    100.000     1,541.43
1-24-94    Current Value                                 17.72926866       0.000    100.000     1,772.93
1-24-95    Current Value                                 16.36456156       0.000    100.000     1,636.46
1-24-96    Current Value                                 20.20965612       0.000    100.000     2,020.97
6-30-96    Current Value                                 20.44085417       0.000    100.000     2,044.09
Cumulative Total Return                                                                          104.41% A
Average Annual Total Return                                                                       10.09% B

                                               Money Market
1-24-89    Purchase                      $1,000.00      $10.00000000     100.000    100.000    $1,000.00
1-24-90    Current Value                                 10.67978818       0.000    100.000     1,067.98
1-24-91    Current Value                                 11.32877884       0.000    100.000     1,132.88
1-24-92    Current Value                                 11.75876120       0.000    100.000     1,175.88
1-24-93    Current Value                                 11.94239828       0.000    100.000     1,194.24
1-24-94    Current Value                                 12.07592840       0.000    100.000     1,207.59
1-24-95    Current Value                                 12.38828249       0.000    100.000     1,238.83
1-24-96    Current Value                                 12.92030455       0.000    100.000     1,292.03
6-30-96    Current Value                                 13.11596925       0.000    100.000     1,311.60
Cumulative Total Return                                                                           31.16% A
Average Annual Total Return                                                                        3.72% B

                                             Rising Dividends
1-27-92    Purchase                      $1,000.00      $10.00000000     100.000    100.000    $1,000.00
1-27-93    Current Value                                 10.69831588       0.000    100.000     1,069.83
1-27-94    Current Value                                 10.38483458       0.000    100.000     1,038.48
1-27-95    Current Value                                  9.97357881       0.000    100.000       997.36
1-27-96    Current Value                                 12.53425588       0.000    100.000     1,253.43
6-30-96    Current Value                                 13.31084899       0.000    100.000     1,331.08
Cumulative Total Return                                                                           33.11% A
Average Annual Total Return                                                                        6.67% B

                                                 Small Cap
11-1-95    Purchase                      $1,000.00      $10.00000000     100.000    100.000    $1,000.00
6-30-96    Current Value                                 11.97069680       0.000    100.000     1,197.07
Cumulative Total Return                                                                           19.71% A
Average Annual Total Return                                                                           NA B

                                    Templeton Developing Markets Equity
3-15-94    Purchase                      $1,000.00      $10.00000000     100.000    100.000    $1,000.00
3-15-95    Current Value                                  8.62834892       0.000    100.000       862.83
3-15-96    Current Value                                 10.29583833       0.000    100.000     1,029.58
6-30-96    Current Value                                 11.03044915       0.000    100.000     1,103.04
Cumulative Total Return                                                                           10.30% A
Average Annual Total Return                                                                        4.36% B

                                     Templeton Global Asset Allocation
 5-1-95    Purchase                      $1,000.00      $10.00000000     100.000    100.000    $1,000.00
 5-1-96    Current Value                                 11.25238519       0.000    100.000     1,125.24
6-30-96    Current Value                                 11.38243612       0.000    100.000     1,138.24
Cumulative Total Return                                                                           13.82% A
Average Annual Total Return                                                                       11.73% B

                                          Templeton Global Growth
3-15-94    Purchase                      $1,000.00      $10.00000000     100.000    100.000    $1,000.00
3-15-95    Current Value                                 10.10361217       0.000    100.000     1,010.36
3-15-96    Current Value                                 11.81545835       0.000    100.000     1,181.55
6-30-96    Current Value                                 12.47898971       0.000    100.000     1,247.90
Cumulative Total Return                                                                           24.79% A
Average Annual Total Return                                                                       10.13% B

                                      Templeton International Equity
1-27-92    Purchase                      $1,000.00      $10.00000000     100.000    100.000    $1,000.00
1-27-93    Current Value                                  9.54360836       0.000    100.000       954.36
1-27-94    Current Value                                 12.87738433       0.000    100.000     1,287.74
1-27-95    Current Value                                 11.94433728       0.000    100.000     1,194.43
1-27-96    Current Value                                 13.57666971       0.000    100.000     1,357.67
6-30-96    Current Value                                 14.79181647       0.000    100.000     1,479.18
Cumulative Total Return                                                                           47.92% A
Average Annual Total Return                                                                        9.25% B

                                 Templeton International Smaller Companies
 5-1-96    Purchase                      $1,000.00      $10.00000000     100.000    100.000    $1,000.00
6-30-96    Current Value                                 10.30704398       0.000    100.000     1,030.70
Cumulative Total Return                                                                            3.07% A
Average Annual Total Return                                                                           NA B

                                         Templeton Pacific Growth
1-27-92    Purchase                      $1,000.00      $10.00000000     100.000    100.000    $1,000.00
1-27-93    Current Value                                  9.92851087       0.000    100.000       992.85
1-27-94    Current Value                                 14.10178760       0.000    100.000     1,410.18
1-27-95    Current Value                                 11.94769270       0.000    100.000     1,194.77
1-27-96    Current Value                                 14.49670523       0.000    100.000     1,449.67
6-30-96    Current Value                                 15.18114534       0.000    100.000     1,518.11
Cumulative Total Return                                                                           51.81% A
Average Annual Total Return                                                                        9.89% B

                                              Utility Equity
1-24-89    Purchase                      $1,000.00      $10.00000000     100.000    100.000    $1,000.00
1-24-90    Current Value                                 11.48396786       0.000    100.000     1,148.40
1-24-91    Current Value                                 11.97256112       0.000    100.000     1,197.26
1-24-92    Current Value                                 14.23979461       0.000    100.000     1,423.98
1-24-93    Current Value                                 16.00386148       0.000    100.000     1,600.39
1-24-94    Current Value                                 16.50535338       0.000    100.000     1,650.54
1-24-95    Current Value                                 15.57082970       0.000    100.000     1,557.08
1-24-96    Current Value                                 19.81799065       0.000    100.000     1,981.80
6-30-96    Current Value                                 20.28737569       0.000    100.000     2,028.74
Cumulative Total Return                                                                          102.87% A
Average Annual Total Return                                                                        9.98% B
<FN>
A = (Accumulated Value as of June 30, 1996 - Accum. Value at Purch.)/Accum. Value at Purch.
B = [(A+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     Current Value                                              19.89985017       0.000     58.704     1,168.20

Average Annual Total Return                                                                                     16.82% B

                      Mutual Shares Securities Sub-Account
9-30-95     Purchase                                 $1,000.00       $494.26676636       2.023      2.023    $1,000.00
9-30-96     Current Value                                             553.20141399       0.000      2.023     1,119.24

Average Annual Total Return                                                                                     11.92% B
<FN>
B = (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     Current Value                                             298.69304214       0.000      3.755      1,121.47
9-30-93     Current Value                                             370.30580394       0.000      3.755      1,390.34
9-30-94     Current Value                                             400.78402346       0.000      3.755      1,504.77
9-30-95     Current Value                                             494.26676636       0.000      3.755      1,855.76
9-30-96     Current Value                                             553.20141399       0.000      3.755      2,077.04
Cumulative Total Return                                                                                         107.70% C
Average Annual Total Return                                                                                      15.74% D
<FN>
C = (Accumulated Value as of September 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 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     Current Value                                             207.12736533       0.000      6.243      1,293.18
9-30-88     Current Value                                             218.64162680       0.000      6.243      1,365.07
9-30-89     Current Value                                             261.57455082       0.000      6.243      1,633.11
9-30-90     Current Value                                             218.12900815       0.000      6.243      1,361.87
9-30-91     Current Value                                             266.34154236       0.000      6.243      1,662.88
9-30-92     Current Value                                             298.69304214       0.000      6.243      1,864.86
9-30-93     Current Value                                             370.30580394       0.000      6.243      2,311.97
9-30-94     Current Value                                             400.78402346       0.000      6.243      2,502.26
9-30-95     Current Value                                             494.26676636       0.000      6.243      3,085.91
9-30-96     Current Value                                             553.20141399       0.000      6.243      3,453.86
Cumulative Total Return                                                                                         245.39% C
Average Annual Total Return                                                                                      13.20% D
<FN>
C = (Accumulated Value as of September 30, 1996 - Accum. Value at Purch.)/Accum. Value at Purch.
D = [(C+1)^(1/10 Years)]-1
</FN>
</TABLE>
<TABLE>
<CAPTION>
                                                   Original Purchase as of 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    Current Value                                             13.39109512       0.000    100.000     1,339.11
12-31-94    Current Value                                             13.67637317       0.000    100.000     1,367.64
12-31-95    Current Value                                             17.33223864       0.000    100.000     1,733.22
9-30-96     Current Value                                             19.89985017       0.000    100.000     1,989.99
Cumulative Total Return                                                                                        99.00% C
Average Annual Total Return                                                                                    20.14% D
<FN>
C = (Accumulated Value as of September 30, 1996 - Accum. Value at Purch.)/Accum. Value at Purch.
D = [(C+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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